N-CSRS 1 Main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-1352

Fidelity Devonshire Trust
(Exact name of registrant as specified in charter)

245 Summer St., Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Scott C. Goebel, Secretary

245 Summer St.

Boston, Massachusetts 02210
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:	January 31

Date of reporting period:	July 31, 2014

Item 1. Reports to Stockholders

Fidelity Advisor®

Series Equity-Income Fund

and

Fidelity Advisor

Series Stock Selector Large Cap Value Fund

Semiannual Report

July 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Fidelity Advisor® Series Equity-Income Fund
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Fidelity Advisor Series Stock Selector Large Cap Value Fund
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the Financial Statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

Semiannual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, http://www.advisor.fidelity.com, or http://www.401k.com, as applicable.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each fund provides information about hypothetical account values and hypothetical expenses based on a fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Semiannual Report

	Annualized Expense Ratio^B	Beginning Account Value February 1, 2014	Ending Account Value July 31, 2014	Expenses Paid During Period* February 1, 2014 to July 31, 2014
Fidelity Advisor Series Equity-Income Fund	.66%
Actual		$ 1,000.00	$ 1,099.20	$ 3.44
Hypothetical^A		$ 1,000.00	$ 1,021.52	$ 3.31
Fidelity Advisor Series Stock Selector Large Cap Value Fund	.74%
Actual		$ 1,000.00	$ 1,101.70	$ 3.86
Hypothetical^A		$ 1,000.00	$ 1,021.12	$ 3.71

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Fidelity Advisor Series Equity-Income Fund

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Chevron Corp.	4.7	4.1
JPMorgan Chase & Co.	4.3	4.2
Wells Fargo & Co.	3.3	3.1
General Electric Co.	3.1	3.1
Cisco Systems, Inc.	3.0	2.7
Exxon Mobil Corp.	2.9	3.8
MetLife, Inc.	2.7	3.0
Verizon Communications, Inc.	2.5	1.8
Johnson & Johnson	2.5	2.3
Procter & Gamble Co.	2.5	2.5
	31.5
Top Five Market Sectors as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	25.2	22.6
Energy	16.0	14.4
Information Technology	12.8	11.8
Consumer Staples	11.1	11.6
Industrials	8.5	8.8

Asset Allocation (% of fund's net assets)
As of July 31, 2014 *			As of January 31, 2014 **
	Stocks 97.7%			Stocks 95.6%
	Short-Term Investments and Net Other Assets (Liabilities) 2.3%			Short-Term Investments and Net Other Assets (Liabilities) 4.4%
* Foreign investments		2.9%	** Foreign investments		3.3%
* Written Options		0.0%	** Written Options		(0.1)%

aed184135

Semiannual Report

Fidelity Advisor Series Equity-Income Fund

Investments July 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.7%
	Shares		Value
CONSUMER DISCRETIONARY - 8.3%
Auto Components - 0.3%
Gentex Corp.	168,121		$ 4,858,697
Hotels, Restaurants & Leisure - 2.3%
Darden Restaurants, Inc.	194,108		9,074,549
McDonald's Corp.	222,327		21,023,241
Texas Roadhouse, Inc. Class A	97,007		2,413,534
Yum! Brands, Inc.	158,281		10,984,701
			43,496,025
Media - 2.0%
Comcast Corp. Class A	571,728		30,718,945
Sinclair Broadcast Group, Inc. Class A	225,401		7,282,706
			38,001,651
Multiline Retail - 2.7%
Kohl's Corp.	328,302		17,577,289
Target Corp.	554,997		33,072,271
			50,649,560
Specialty Retail - 1.0%
Abercrombie & Fitch Co. Class A	81,443		3,203,968
Foot Locker, Inc.	159,341		7,573,478
PetSmart, Inc.	49,100		3,345,674
Staples, Inc.	344,827		3,996,545
			18,119,665
TOTAL CONSUMER DISCRETIONARY			155,125,598
CONSUMER STAPLES - 11.1%
Beverages - 1.9%
Molson Coors Brewing Co. Class B	146,800		9,913,404
The Coca-Cola Co.	646,477		25,400,081
			35,313,485
Food & Staples Retailing - 1.8%
CVS Caremark Corp.	167,387		12,781,671
Wal-Mart Stores, Inc.	109,442		8,052,742
Walgreen Co.	193,686		13,319,786
			34,154,199
Food Products - 1.1%
B&G Foods, Inc. Class A	51,655		1,449,956
Kellogg Co.	314,803		18,834,663
			20,284,619
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Household Products - 2.5%
Procter & Gamble Co.	590,781		$ 45,679,187
Tobacco - 3.8%
Altria Group, Inc. (e)	596,838		24,231,623
Lorillard, Inc.	404,479		24,462,890
Philip Morris International, Inc.	186,031		15,256,402
Reynolds American, Inc.	140,729		7,859,715
			71,810,630
TOTAL CONSUMER STAPLES			207,242,120
ENERGY - 16.0%
Energy Equipment & Services - 1.6%
Ensco PLC Class A	136,145		6,895,744
National Oilwell Varco, Inc.	129,100		10,462,264
Noble Corp.	229,404		7,196,403
Schlumberger Ltd.	38,644		4,188,623
			28,743,034
Oil, Gas & Consumable Fuels - 14.4%
Access Midstream Partners LP	52,687		3,172,811
Anadarko Petroleum Corp.	96,659		10,328,014
Apache Corp.	209,095		21,465,693
Chevron Corp.	683,869		88,383,229
CONSOL Energy, Inc.	190,606		7,399,325
EV Energy Partners LP	160,339		5,878,028
Exxon Mobil Corp.	556,100		55,020,534
Foresight Energy LP	66,200		1,276,998
Hess Corp.	93,900		9,294,222
Holly Energy Partners LP	86,100		2,902,431
HollyFrontier Corp.	18,724		880,215
Imperial Oil Ltd.	21,800		1,118,641
Legacy Reserves LP	51,300		1,498,473
Markwest Energy Partners LP	171,247		11,953,041
Occidental Petroleum Corp.	132,039		12,901,531
Scorpio Tankers, Inc.	59,672		560,320
The Williams Companies, Inc.	614,300		34,787,809
Williams Partners LP	27,100		1,372,344
			270,193,659
TOTAL ENERGY			298,936,693
Common Stocks - continued
	Shares		Value
FINANCIALS - 25.2%
Banks - 11.8%
Bank of America Corp.	211,900		$ 3,231,475
CIT Group, Inc.	29,900		1,468,389
Citigroup, Inc.	275,700		13,484,487
Comerica, Inc.	141,400		7,106,764
FirstMerit Corp.	131,800		2,319,680
JPMorgan Chase & Co.	1,391,830		80,266,836
M&T Bank Corp.	223,970		27,212,355
PNC Financial Services Group, Inc.	39,500		3,261,120
U.S. Bancorp	469,921		19,750,780
Valley National Bancorp (d)	178,300		1,708,114
Wells Fargo & Co.	1,198,149		60,985,784
			220,795,784
Capital Markets - 5.0%
Apollo Global Management LLC Class A	123,497		3,243,031
Apollo Investment Corp.	931,900		7,911,831
Ares Capital Corp.	250,452		4,185,053
Ares Management LP	89,900		1,746,757
BlackRock, Inc. Class A (e)	18,214		5,550,352
Carlyle Group LP	71,300		2,379,994
Charles Schwab Corp.	161,064		4,469,526
Greenhill & Co., Inc.	22,491		1,029,413
Invesco Ltd.	103,300		3,887,179
KKR & Co. LP	852,028		19,528,482
Morgan Stanley	465,300		15,047,802
State Street Corp.	119,400		8,410,536
The Blackstone Group LP	482,300		15,761,564
			93,151,520
Diversified Financial Services - 0.6%
Berkshire Hathaway, Inc. Class B (a)	72,838		9,136,070
TPG Specialty Lending, Inc.	94,600		1,832,402
			10,968,472
Insurance - 5.5%
ACE Ltd.	160,300		16,046,030
Allied World Assurance Co. Holdings Ltd.	38,100		1,371,981
MetLife, Inc.	969,551		50,998,383
Prudential Financial, Inc. (e)	167,192		14,540,688
The Chubb Corp.	126,970		11,009,569
The Travelers Companies, Inc.	105,668		9,463,626
			103,430,277
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Real Estate Investment Trusts - 2.2%
American Capital Agency Corp.	396,773		$ 9,173,392
Annaly Capital Management, Inc.	795,500		8,830,050
CBL & Associates Properties, Inc.	212,100		3,966,270
Coresite Realty Corp.	48,333		1,578,556
First Potomac Realty Trust	279,515		3,686,803
Home Properties, Inc.	96,875		6,373,406
Piedmont Office Realty Trust, Inc. Class A	119,400		2,322,330
Retail Properties America, Inc.	105,000		1,580,250
Two Harbors Investment Corp.	314,500		3,217,335
Ventas, Inc.	21,200		1,346,200
			42,074,592
Thrifts & Mortgage Finance - 0.1%
Radian Group, Inc.	106,562		1,349,075
TOTAL FINANCIALS			471,769,720
HEALTH CARE - 7.1%
Biotechnology - 0.1%
Amgen, Inc.	24,200		3,082,838
Health Care Equipment & Supplies - 1.1%
Baxter International, Inc.	137,124		10,241,792
Covidien PLC	47,600		4,117,876
DENTSPLY International, Inc.	60,600		2,813,052
Meridian Bioscience, Inc.	96,105		1,894,230
St. Jude Medical, Inc.	24,100		1,571,079
			20,638,029
Health Care Providers & Services - 1.0%
Aetna, Inc.	16,060		1,245,132
Quest Diagnostics, Inc.	96,435		5,892,179
UnitedHealth Group, Inc.	147,521		11,956,577
WellPoint, Inc.	36		3,953
			19,097,841
Pharmaceuticals - 4.9%
AbbVie, Inc.	31,700		1,659,178
Johnson & Johnson	463,993		46,441,059
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Merck & Co., Inc.	420,053		$ 23,833,807
Pfizer, Inc.	672,436		19,298,913
			91,232,957
TOTAL HEALTH CARE			134,051,665
INDUSTRIALS - 8.5%
Aerospace & Defense - 0.5%
United Technologies Corp.	94,000		9,884,100
Air Freight & Logistics - 2.1%
C.H. Robinson Worldwide, Inc.	111,343		7,511,199
United Parcel Service, Inc. Class B	325,400		31,593,086
			39,104,285
Commercial Services & Supplies - 1.2%
KAR Auction Services, Inc.	184,250		5,400,368
Republic Services, Inc.	459,200		17,417,456
			22,817,824
Electrical Equipment - 0.3%
Eaton Corp. PLC	34,600		2,350,032
Emerson Electric Co.	59,900		3,812,635
			6,162,667
Industrial Conglomerates - 3.1%
General Electric Co.	2,273,856		57,187,478
Machinery - 0.4%
Cummins, Inc.	22,300		3,108,397
Stanley Black & Decker, Inc.	56,677		4,956,404
			8,064,801
Professional Services - 0.1%
Acacia Research Corp.	89,806		1,532,090
Road & Rail - 0.6%
CSX Corp.	309,100		9,248,272
Union Pacific Corp.	29,800		2,929,638
			12,177,910
Common Stocks - continued
	Shares		Value
INDUSTRIALS - continued
Trading Companies & Distributors - 0.2%
Now, Inc.	32,275		$ 1,038,932
Watsco, Inc.	21,225		1,901,123
			2,940,055
TOTAL INDUSTRIALS			159,871,210
INFORMATION TECHNOLOGY - 12.8%
Communications Equipment - 3.4%
Cisco Systems, Inc.	2,265,059		57,147,439
QUALCOMM, Inc.	98,410		7,252,817
			64,400,256
Electronic Equipment & Components - 0.2%
TE Connectivity Ltd.	60,624		3,752,019
Internet Software & Services - 0.4%
Yahoo!, Inc. (a)	217,600		7,792,256
IT Services - 3.8%
Accenture PLC Class A	2,100		166,488
IBM Corp.	222,184		42,586,007
Paychex, Inc.	578,196		23,711,818
Xerox Corp.	314,213		4,166,464
			70,630,777
Semiconductors & Semiconductor Equipment - 2.3%
Applied Materials, Inc.	895,386		18,767,291
Broadcom Corp. Class A	660,095		25,255,235
			44,022,526
Software - 1.9%
CA Technologies, Inc.	294,500		8,505,160
Microsoft Corp.	627,400		27,078,584
			35,583,744
Technology Hardware, Storage & Peripherals - 0.8%
Apple, Inc.	115,105		11,000,585
EMC Corp.	109,300		3,202,490
			14,203,075
TOTAL INFORMATION TECHNOLOGY			240,384,653
MATERIALS - 1.0%
Chemicals - 0.2%
Potash Corp. of Saskatchewan, Inc.	54,300		1,927,778
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Chemicals - continued
Tronox Ltd. Class A	82,400		$ 2,186,896
Westlake Chem Partners LP (a)	3,600		109,260
			4,223,934
Metals & Mining - 0.8%
Commercial Metals Co.	213,125		3,674,275
Freeport-McMoRan Copper & Gold, Inc.	302,341		11,253,132
			14,927,407
TOTAL MATERIALS			19,151,341
TELECOMMUNICATION SERVICES - 3.7%
Diversified Telecommunication Services - 3.7%
AT&T, Inc.	646,391		23,005,056
Verizon Communications, Inc.	922,990		46,537,156
			69,542,212
UTILITIES - 4.0%
Electric Utilities - 4.0%
American Electric Power Co., Inc.	247,445		12,864,666
Duke Energy Corp.	116,500		8,403,145
Exelon Corp.	155,800		4,842,264
Hawaiian Electric Industries, Inc. (d)	180,198		4,256,277
Pinnacle West Capital Corp.	33,100		1,770,519
PPL Corp.	456,237		15,051,259
Southern Co.	491,534		21,278,507
Xcel Energy, Inc.	187,900		5,787,320
			74,253,957
Independent Power and Renewable Electricity Producers - 0.0%
NextEra Energy Partners LP	8,900		302,956
TOTAL UTILITIES			74,556,913
TOTAL COMMON STOCKS (Cost $1,625,807,335)		1,830,632,125
Money Market Funds - 2.8%
	Shares		Value
Fidelity Cash Central Fund, 0.11% (b)	46,098,289		$ 46,098,289
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	6,226,050		6,226,050
TOTAL MONEY MARKET FUNDS (Cost $52,324,339)		52,324,339
TOTAL INVESTMENT PORTFOLIO - 100.5% (Cost $1,678,131,674)		1,882,956,464
NET OTHER ASSETS (LIABILITIES) - (0.5)%		(10,021,729)
NET ASSETS - 100%		$ 1,872,934,735

Written Options
	Expiration Date/Exercise Price	Number of Contracts	Premium
Call Options
Altria Group, Inc.	9/20/14 - $43.00	3,019	$ 163,355	(46,795)
BlackRock, Inc. Class A	10/18/14 - $320.00	150	130,107	(81,000)
Prudential Financial, Inc.	9/20/14 - $95.00	800	117,925	(39,600)

TOTAL WRITTEN OPTIONS

$ 411,387

$ (167,395)

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements are available on the SEC's website or upon request.

(d) Security or a portion of the security is on loan at period end.

(e) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $23,785,690.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 25,901
Fidelity Securities Lending Cash Central Fund	17,973
Total	$ 43,874

Other Information

All investments and derivative instruments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Value of Derivative Instruments

The following table is a summary of the Fund's value of derivative instruments by primary risk exposure as of July 31, 2014. For additional information on derivative instruments, please refer to the Derivative Instruments section in the accompanying Notes to Financial Statements.

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Written Options (a)	$ -	$ (167,395)
Total Value of Derivatives	$ -	$ (167,395)

(a) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Advisor Series Equity-Income Fund

Financial Statements

Statement of Assets and Liabilities

	July 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $5,961,118) - See accompanying schedule: Unaffiliated issuers (cost $1,625,807,335)	$ 1,830,632,125
Fidelity Central Funds (cost $52,324,339)	52,324,339
Total Investments (cost $1,678,131,674)		$ 1,882,956,464
Receivable for investments sold		701,481
Receivable for fund shares sold		140,009
Dividends receivable		3,367,721
Distributions receivable from Fidelity Central Funds		14,484
Other affiliated receivables		14,238
Other receivables		16,131
Total assets		1,887,210,528

Liabilities
Payable for investments purchased	$ 5,081,995
Payable for fund shares redeemed	1,716,573
Accrued management fee	719,180
Written options, at value (premium received $411,387)	167,395
Other affiliated payables	325,326
Other payables and accrued expenses	39,274
Collateral on securities loaned, at value	6,226,050
Total liabilities		14,275,793

Net Assets		$ 1,872,934,735
Net Assets consist of:
Paid in capital		$ 1,629,216,268
Undistributed net investment income		6,576,803
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		32,072,882
Net unrealized appreciation (depreciation) on investments		205,068,782
Net Assets, for 145,597,998 shares outstanding		$ 1,872,934,735
Net Asset Value, offering price and redemption price per share ($1,872,934,735 ÷ 145,597,998 shares)		$ 12.86

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Advisor Series Equity-Income Fund
Financial Statements - continued

Statement of Operations

	Six months ended July 31, 2014 (Unaudited)

Investment Income
Dividends		$ 29,659,316
Income from Fidelity Central Funds		43,874
Total income		29,703,190

Expenses
Management fee	$ 4,205,061
Transfer agent fees	1,645,858
Accounting and security lending fees	285,948
Custodian fees and expenses	20,200
Independent trustees' compensation	3,664
Audit	27,764
Legal	2,512
Miscellaneous	7,037
Total expenses before reductions	6,198,044
Expense reductions	(26,880)	6,171,164
Net investment income (loss)		23,532,026
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	31,752,658
Foreign currency transactions	(1,129)
Written options	1,611,159
Total net realized gain (loss)		33,362,688
Change in net unrealized appreciation (depreciation) on: Investment securities	118,945,302
Written options	147,146
Total change in net unrealized appreciation (depreciation)		119,092,448
Net gain (loss)		152,455,136
Net increase (decrease) in net assets resulting from operations		$ 175,987,162

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

	Six months ended July 31, 2014 (Unaudited)	Year ended January 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 23,532,026	$ 21,391,318
Net realized gain (loss)	33,362,688	35,281,331
Change in net unrealized appreciation (depreciation)	119,092,448	48,646,990
Net increase (decrease) in net assets resulting from operations	175,987,162	105,319,639
Distributions to shareholders from net investment income	(18,646,554)	(20,256,597)
Distributions to shareholders from net realized gain	(3,901,581)	(34,761,129)
Total distributions	(22,548,135)	(55,017,726)
Share transactions Proceeds from sales of shares	81,422,292	1,154,653,492
Reinvestment of distributions	22,548,135	55,017,726
Cost of shares redeemed	(155,247,808)	(195,212,286)
Net increase (decrease) in net assets resulting from share transactions	(51,277,381)	1,014,458,932
Total increase (decrease) in net assets	102,161,646	1,064,760,845

Net Assets
Beginning of period	1,770,773,089	706,012,244
End of period (including undistributed net investment income of $6,576,803 and undistributed net investment income of $1,691,331, respectively)	$ 1,872,934,735	$ 1,770,773,089
Other Information Shares
Sold	6,503,195	94,671,189
Issued in reinvestment of distributions	1,769,186	4,606,882
Redeemed	(12,288,623)	(16,287,927)
Net increase (decrease)	(4,016,242)	82,990,144

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 11.84	$ 10.60	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.16	.25	.03
Net realized and unrealized gain (loss)	1.01	1.49	.59
Total from investment operations	1.17	1.74	.62
Distributions from net investment income	(.13)	(.24)	(.02)
Distributions from net realized gain	(.03)	(.26)	-
Total distributions	(.15)^I	(.50)	(.02)
Net asset value, end of period	$ 12.86	$ 11.84	$ 10.60
Total Return^{B, C}	9.92%	16.44%	6.18%
Ratios to Average Net Assets^E,H
Expenses before reductions	.66%^A	.68%	.75%^A
Expenses net of fee waivers, if any	.66%^A	.68%	.75%^A
Expenses net of all reductions	.66%^A	.68%	.68%^A
Net investment income (loss)	2.52%^A	2.15%	2.07%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,872,935	$ 1,770,773	$ 706,012
Portfolio turnover rate^F	35%^A	44%	34%^J

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period December 6, 2012 (commencement of operations) to January 31, 2013.

^H Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer term operating periods. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

^I Total distributions of $.15 per share is comprised of distributions from net investment income of $.127 and distributions from net realized gain of $.026 per share.

^J Amount not annualized

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Advisor Series Stock Selector Large Cap Value Fund

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Chevron Corp.	5.3	4.8
Berkshire Hathaway, Inc. Class B	3.4	3.3
Wells Fargo & Co.	3.3	3.4
Pfizer, Inc.	2.5	0.6
General Electric Co.	2.3	3.3
Occidental Petroleum Corp.	2.1	2.5
Johnson & Johnson	2.0	1.6
Goldman Sachs Group, Inc.	2.0	2.0
U.S. Bancorp	1.9	1.9
AT&T, Inc.	1.8	1.3
	26.6
Top Five Market Sectors as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	27.5	26.8
Energy	13.6	14.1
Health Care	12.7	13.2
Industrials	10.1	9.4
Information Technology	9.2	8.9

Asset Allocation (% of fund's net assets)
As of July 31, 2014 *			As of January 31, 2014 **
	Stocks and Equity Futures 98.1%			Stocks and Equity Futures 96.4%
	Short-Term Investments and Net Other Assets (Liabilities) 1.9%			Short-Term Investments and Net Other Assets (Liabilities) 3.6%
* Foreign investments		8.4%	** Foreign investments		6.7%

aed184141

Semiannual Report

Fidelity Advisor Series Stock Selector Large Cap Value Fund

Investments July 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 97.2%
	Shares		Value
CONSUMER DISCRETIONARY - 6.2%
Auto Components - 1.0%
Delphi Automotive PLC	112,851		$ 7,538,447
TRW Automotive Holdings Corp. (a)	50,603		5,176,181
			12,714,628
Household Durables - 0.5%
Whirlpool Corp.	40,300		5,748,392
Media - 2.8%
CBS Corp. Class B	132,900		7,552,707
Liberty Media Corp. (a)	112,000		5,264,000
Liberty Media Corp. Class A (a)	56,000		2,634,800
Omnicom Group, Inc.	80,300		5,620,197
Time Warner, Inc.	74,300		6,168,386
Twenty-First Century Fox, Inc. Class A	223,360		7,076,045
			34,316,135
Multiline Retail - 1.5%
Macy's, Inc.	130,435		7,537,839
Target Corp.	177,219		10,560,480
			18,098,319
Specialty Retail - 0.4%
Staples, Inc.	417,249		4,835,916
TOTAL CONSUMER DISCRETIONARY			75,713,390
CONSUMER STAPLES - 6.7%
Beverages - 0.6%
Molson Coors Brewing Co. Class B	101,153		6,830,862
Food & Staples Retailing - 2.2%
Wal-Mart Stores, Inc.	263,082		19,357,574
Walgreen Co.	121,375		8,346,959
			27,704,533
Food Products - 1.9%
Bunge Ltd.	130,766		10,309,591
Mondelez International, Inc.	104,943		3,777,948
The J.M. Smucker Co.	87,536		8,722,087
			22,809,626
Household Products - 1.3%
Procter & Gamble Co.	205,785		15,911,296
Common Stocks - continued
	Shares		Value
CONSUMER STAPLES - continued
Personal Products - 0.7%
Coty, Inc. Class A	528,438		$ 9,041,574
TOTAL CONSUMER STAPLES			82,297,891
ENERGY - 13.6%
Energy Equipment & Services - 0.8%
National Oilwell Varco, Inc.	131,475		10,654,734
Oil, Gas & Consumable Fuels - 12.8%
Anadarko Petroleum Corp.	156,600		16,732,710
Chevron Corp.	503,786		65,109,298
EOG Resources, Inc.	105,300		11,524,032
Imperial Oil Ltd.	198,300		10,175,526
Occidental Petroleum Corp.	268,482		26,233,376
Stone Energy Corp. (a)	152,600		5,806,430
Tesoro Corp.	347,500		21,385,150
			156,966,522
TOTAL ENERGY			167,621,256
FINANCIALS - 27.5%
Banks - 8.5%
Bank of America Corp.	347,700		5,302,425
CIT Group, Inc.	265,000		13,014,150
PNC Financial Services Group, Inc.	212,100		17,510,976
Popular, Inc. (a)	164,474		5,246,721
U.S. Bancorp	538,108		22,616,679
Wells Fargo & Co.	793,475		40,387,878
			104,078,829
Capital Markets - 4.2%
BlackRock, Inc. Class A	50,119		15,272,763
Goldman Sachs Group, Inc.	139,722		24,153,742
State Street Corp.	171,954		12,112,440
			51,538,945
Consumer Finance - 1.6%
Capital One Financial Corp.	256,986		20,440,666
Diversified Financial Services - 4.3%
Berkshire Hathaway, Inc. Class B (a)	335,239		42,049,028
The NASDAQ OMX Group, Inc.	268,101		11,311,181
			53,360,209
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - 6.5%
ACE Ltd.	163,420		$ 16,358,342
AFLAC, Inc.	184,400		11,016,056
Axis Capital Holdings Ltd.	239,400		10,330,110
MetLife, Inc.	266,651		14,025,843
Reinsurance Group of America, Inc.	157,400		12,632,924
The Travelers Companies, Inc.	172,700		15,467,012
			79,830,287
Real Estate Investment Trusts - 1.5%
Annaly Capital Management, Inc.	504,635		5,601,449
Equity Residential (SBI)	43,350		2,802,578
General Growth Properties, Inc.	245,644		5,740,700
The Macerich Co.	59,179		3,847,227
			17,991,954
Real Estate Management & Development - 0.9%
CBRE Group, Inc. (a)	368,171		11,354,394
TOTAL FINANCIALS			338,595,284
HEALTH CARE - 12.7%
Biotechnology - 0.5%
Cubist Pharmaceuticals, Inc.	102,598		6,248,218
Prothena Corp. PLC (a)	9		156
			6,248,374
Health Care Equipment & Supplies - 1.4%
Boston Scientific Corp. (a)	887,800		11,346,084
St. Jude Medical, Inc.	96,269		6,275,776
			17,621,860
Health Care Providers & Services - 4.7%
Express Scripts Holding Co. (a)	232,700		16,207,555
HCA Holdings, Inc. (a)	175,600		11,468,436
McKesson Corp.	43,439		8,334,207
UnitedHealth Group, Inc.	208,300		16,882,715
WellPoint, Inc.	44,447		4,880,725
			57,773,638
Pharmaceuticals - 6.1%
Endo Health Solutions, Inc. (a)	90,667		6,081,942
Jazz Pharmaceuticals PLC (a)	93,768		13,102,203
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - continued
Johnson & Johnson	242,605		$ 24,282,334
Pfizer, Inc.	1,093,538		31,384,541
			74,851,020
TOTAL HEALTH CARE			156,494,892
INDUSTRIALS - 10.1%
Aerospace & Defense - 2.0%
Textron, Inc.	197,440		7,180,893
Triumph Group, Inc.	78,800		4,991,980
United Technologies Corp.	117,700		12,376,155
			24,549,028
Air Freight & Logistics - 1.4%
FedEx Corp.	119,686		17,579,480
Airlines - 0.4%
JetBlue Airways Corp. (a)(d)	390,300		4,184,016
Construction & Engineering - 2.5%
AECOM Technology Corp. (a)	348,518		11,832,186
URS Corp.	335,103		19,191,349
			31,023,535
Industrial Conglomerates - 2.3%
General Electric Co.	1,094,249		27,520,362
Machinery - 0.6%
Caterpillar, Inc.	41,877		4,219,108
Deere & Co.	36,900		3,140,559
			7,359,667
Road & Rail - 0.9%
CSX Corp.	377,281		11,288,248
TOTAL INDUSTRIALS			123,504,336
INFORMATION TECHNOLOGY - 9.2%
Communications Equipment - 1.6%
Cisco Systems, Inc.	755,865		19,070,474
Electronic Equipment & Components - 0.4%
Jabil Circuit, Inc.	259,421		5,178,043
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.1%
Google, Inc. Class A (a)	6,800		$ 3,940,940
Yahoo!, Inc. (a)	272,952		9,774,411
			13,715,351
IT Services - 0.5%
Total System Services, Inc.	188,007		6,016,224
Semiconductors & Semiconductor Equipment - 2.1%
Broadcom Corp. Class A	512,349		19,602,473
Samsung Electronics Co. Ltd.	4,649		6,015,925
			25,618,398
Software - 2.1%
Microsoft Corp.	415,700		17,941,612
Symantec Corp.	347,495		8,221,732
			26,163,344
Technology Hardware, Storage & Peripherals - 1.4%
EMC Corp.	576,203		16,882,748
TOTAL INFORMATION TECHNOLOGY			112,644,582
MATERIALS - 3.3%
Chemicals - 2.6%
Agrium, Inc.	62,200		5,670,363
Axiall Corp.	110,794		4,745,307
Eastman Chemical Co.	103,400		8,145,852
LyondellBasell Industries NV Class A	67,051		7,124,169
Methanex Corp.	103,200		6,716,258
			32,401,949
Metals & Mining - 0.7%
Freeport-McMoRan Copper & Gold, Inc.	223,588		8,321,945
TOTAL MATERIALS			40,723,894
TELECOMMUNICATION SERVICES - 2.3%
Diversified Telecommunication Services - 2.1%
AT&T, Inc.	617,335		21,970,953
CenturyLink, Inc.	109,403		4,292,974
			26,263,927
Common Stocks - continued
	Shares		Value
TELECOMMUNICATION SERVICES - continued
Wireless Telecommunication Services - 0.2%
T-Mobile U.S., Inc. (a)	71,100		$ 2,342,034
TOTAL TELECOMMUNICATION SERVICES			28,605,961
UTILITIES - 5.6%
Electric Utilities - 2.9%
Edison International	135,200		7,408,960
Exelon Corp.	192,800		5,992,224
ITC Holdings Corp.	161,410		5,826,901
NextEra Energy, Inc.	106,300		9,980,507
PPL Corp.	205,800		6,789,342
			35,997,934
Gas Utilities - 0.8%
Atmos Energy Corp.	103,269		4,989,958
National Fuel Gas Co.	76,700		5,285,397
			10,275,355
Independent Power Producers & Energy Traders - 0.3%
Dynegy, Inc. (a)	116,100		3,082,455
Multi-Utilities - 1.6%
CMS Energy Corp.	211,400		6,115,802
NiSource, Inc.	144,500		5,444,760
Sempra Energy	76,832		7,660,919
			19,221,481
TOTAL UTILITIES			68,577,225
TOTAL COMMON STOCKS (Cost $1,021,485,181)		1,194,778,711

U.S. Treasury Obligations - 0.0%
	Principal Amount
U.S. Treasury Bills, yield at date of purchase 0.02% to 0.03% 8/21/14 to 10/30/14 (e) (Cost $169,994)	$ 170,000	169,997

Money Market Funds - 3.2%
	Shares		Value
Fidelity Cash Central Fund, 0.11% (b)	35,474,283		$ 35,474,283
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	3,880,100		3,880,100
TOTAL MONEY MARKET FUNDS (Cost $39,354,383)		39,354,383
TOTAL INVESTMENT PORTFOLIO - 100.4% (Cost $1,061,009,558)		1,234,303,091
NET OTHER ASSETS (LIABILITIES) - (0.4)%		(4,942,271)
NET ASSETS - 100%		$ 1,229,360,820

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Equity Index Contracts
111 ICE Russell 1000 Value Index Contracts (United States)	Sept. 2014	$ 10,791,420	$ (206,740)

The face value of futures purchased as a percentage of net assets is 0.9%

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

(e) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At period end, the value of securities pledged amounted to $169,997.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 20,720
Fidelity Securities Lending Cash Central Fund	13,221
Total	$ 33,941

Other Information

The following is a summary of the inputs used, as of July 31, 2014, involving the Fund's assets and liabilities carried at fair value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 75,713,390	$ 75,713,390	$ -	$ -
Consumer Staples	82,297,891	82,297,891	-	-
Energy	167,621,256	167,621,256	-	-
Financials	338,595,284	338,595,284	-	-
Health Care	156,494,892	156,494,892	-	-
Industrials	123,504,336	123,504,336	-	-
Information Technology	112,644,582	106,628,657	6,015,925	-
Materials	40,723,894	40,723,894	-	-
Telecommunication Services	28,605,961	28,605,961	-	-
Utilities	68,577,225	68,577,225	-	-
U.S. Government and Government Agency Obligations	169,997	-	169,997	-
Money Market Funds	39,354,383	39,354,383	-	-
Total Investments in Securities:	$ 1,234,303,091	$ 1,228,117,169	$ 6,185,922	$ -
Derivative Instruments:
Liabilities
Futures Contracts	$ (206,740)	$ (206,740)	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value
	Asset	Liability
Equity Risk
Futures Contracts (a)	$ -	$ (206,740)
Total Value of Derivatives	$ -	$ (206,740)

(a) Reflects gross cumulative appreciation (depreciation) on futures contracts as presented in the Schedule of Investments. Only the period end receivable or payable for daily variation margin and net unrealized appreciation (depreciation) are presented in the Statement of Assets and Liabilities.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Advisor Series Stock Selector Large Cap Value Fund

Financial Statements

Statement of Assets and Liabilities

	July 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $3,616,928) - See accompanying schedule: Unaffiliated issuers (cost $1,021,655,175)	$ 1,194,948,708
Fidelity Central Funds (cost $39,354,383)	39,354,383
Total Investments (cost $1,061,009,558)		$ 1,234,303,091
Cash		97,099
Receivable for investments sold		3,248,080
Receivable for fund shares sold		93,244
Dividends receivable		1,126,755
Distributions receivable from Fidelity Central Funds		4,737
Other receivables		8,461
Total assets		1,238,881,467

Liabilities
Payable for investments purchased	$ 3,487,154
Payable for fund shares redeemed	1,144,553
Accrued management fee	550,429
Payable for daily variation margin for derivative instruments	212,010
Other affiliated payables	214,295
Other payables and accrued expenses	32,106
Collateral on securities loaned, at value	3,880,100
Total liabilities		9,520,647

Net Assets		$ 1,229,360,820
Net Assets consist of:
Paid in capital		$ 1,000,328,514
Undistributed net investment income		7,714,828
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		48,230,731
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		173,086,747
Net Assets, for 93,251,602 shares outstanding		$ 1,229,360,820
Net Asset Value, offering price and redemption price per share ($1,229,360,820 ÷ 93,251,602 shares)		$ 13.18

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

	Six months ended July 31, 2014 (Unaudited)

Investment Income
Dividends		$ 12,181,487
Interest		94
Income from Fidelity Central Funds		33,941
Total income		12,215,522

Expenses
Management fee Basic fee	$ 3,354,590
Performance adjustment	(168,155)
Transfer agent fees	1,079,299
Accounting and security lending fees	196,847
Custodian fees and expenses	20,647
Independent trustees' compensation	2,383
Audit	22,610
Legal	1,658
Miscellaneous	6,248
Total expenses before reductions	4,516,127
Expense reductions	(15,433)	4,500,694
Net investment income (loss)		7,714,828
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	47,351,075
Foreign currency transactions	(4,239)
Futures contracts	1,035,238
Total net realized gain (loss)		48,382,074
Change in net unrealized appreciation (depreciation) on: Investment securities	61,044,205
Assets and liabilities in foreign currencies	(46)
Futures contracts	159,513
Total change in net unrealized appreciation (depreciation)		61,203,672
Net gain (loss)		109,585,746
Net increase (decrease) in net assets resulting from operations		$ 117,300,574

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Fidelity Advisor Series Stock Selector Large Cap Value Fund
Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended July 31, 2014 (Unaudited)	Year ended January 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 7,714,828	$ 10,068,502
Net realized gain (loss)	48,382,074	53,614,867
Change in net unrealized appreciation (depreciation)	61,203,672	68,048,326
Net increase (decrease) in net assets resulting from operations	117,300,574	131,731,695
Distributions to shareholders from net investment income	-	(10,491,891)
Distributions to shareholders from net realized gain	(10,582,374)	(46,903,270)
Total distributions	(10,582,374)	(57,395,161)
Share transactions Proceeds from sales of shares	81,988,485	439,014,862
Reinvestment of distributions	10,582,374	57,395,161
Cost of shares redeemed	(109,350,939)	(143,884,461)
Net increase (decrease) in net assets resulting from share transactions	(16,780,080)	352,525,562
Total increase (decrease) in net assets	89,938,120	426,862,096

Net Assets
Beginning of period	1,139,422,700	712,560,604
End of period (including undistributed net investment income of $7,714,828 and undistributed net investment income of $0, respectively)	$ 1,229,360,820	$ 1,139,422,700
Other Information Shares
Sold	6,512,012	35,128,957
Issued in reinvestment of distributions	855,487	4,708,092
Redeemed	(8,513,564)	(11,927,963)
Net increase (decrease)	(1,146,065)	27,909,086

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013^G
Selected Per-Share Data
Net asset value, beginning of period	$ 12.07	$ 10.72	$ 10.00
Income from Investment Operations
Net investment income (loss)^D	.08	.14	.02
Net realized and unrealized gain (loss)	1.14	1.88	.72
Total from investment operations	1.22	2.02	.74
Distributions from net investment income	-	(.12)	(.02)
Distributions from net realized gain	(.11)	(.55)	-
Total distributions	(.11)	(.67)	(.02)
Net asset value, end of period	$ 13.18	$ 12.07	$ 10.72
Total Return^{B, C}	10.17%	18.79%	7.36%
Ratios to Average Net Assets^E,H
Expenses before reductions	.74%^A	.78%	.85%^A
Expenses net of fee waivers, if any	.74%^A	.78%	.85%^A
Expenses net of all reductions	.74%^A	.78%	.77%^A
Net investment income (loss)	1.26%^A	1.19%	1.25%^A
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,229,361	$ 1,139,423	$ 712,561
Portfolio turnover rate^F	68%^A	61%	48%^I

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G For the period December 6, 2012 (commencement of operations) to January 31, 2013.

^I Amount not annualized

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2014 (Unaudited)

1. Organization.

Fidelity Advisor® Series Equity-Income Fund and Fidelity Advisor Series Stock Selector Large Cap Value Fund (the Funds) are funds of Fidelity Devonshire Trust (the Trust). The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Each Fund is authorized to issue an unlimited number of shares. Shares of the Funds are only available for purchase by mutual funds for which Fidelity Management & Research Company (FMR) or an affiliate serves as an investment manager.

2. Investments in Fidelity Central Funds.

The Funds invest in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Funds' Schedules of Investments list each of the Fidelity Central Funds held as of period end, if any, as an investment of each Fund, but do not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, each Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of the investment adviser. Annualized expenses of the Money Market Central Funds as of their most recent shareholder report date are less than .01%.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) website at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds are available on the SEC website or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. Subsequent events, if any, through the date that the financial statements were issued have been evaluated in the preparation of the financial statements. The following summarizes the significant accounting policies of the Funds:

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Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), each Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the FMR Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees each Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

Each Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value each Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

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Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. U.S. government and government agency obligations are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded and are categorized as Level 1 in the hierarchy. Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014 is included at the end of each applicable Fund's Schedule of Investments.

Foreign Currency. The Funds may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rates at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

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Investment Transactions and Income. For financial reporting purposes, the Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Funds determine the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, each Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. Each Fund files a U.S. federal tax return, in addition to state and local tax returns as required. Each Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on each Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are declared and recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

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Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Capital accounts are not adjusted for temporary book-tax differences which will reverse in a subsequent period.

Book-tax differences are primarily due to futures contracts, passive foreign investment companies (PFIC), foreign currency transactions, market discount, partnerships and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

	Tax cost	Gross unrealized appreciation	Gross unrealized depreciation	Net unrealized appreciation (depreciation) on securities
Fidelity Advisor Series Equity-Income Fund	$ 1,679,402,246	$ 226,804,027	$ (23,249,809)	$ 203,554,218
Fidelity Advisor Series Stock Selector Large Cap Value Fund	1,061,726,058	184,598,955	(12,021,922)	172,577,033

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Funds' investment objective allows the Funds to enter into various types of derivative contracts, including futures contracts and options. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Funds used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Funds may not achieve their objectives.

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4. Derivative Instruments - continued

Risk Exposures and the Use of Derivative Instruments - continued

The Funds' use of derivatives increased or decreased their exposure to the following risk:

Equity Risk

Equity risk relates to the fluctuations in the value of financial instruments as a result of changes in market prices (other than those arising from interest rate risk or foreign exchange risk), whether caused by factors specific to an individual investment, its issuer, or all factors affecting all instruments traded in a market or market segment.

The Funds are also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Funds will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Funds. Counterparty credit risk related to exchange-traded futures contracts and exchange-traded options may be mitigated by the protection provided by the exchange on which they trade.

Investing in derivatives may involve greater risks than investing in the underlying assets directly and, to varying degrees, may involve risk of loss in excess of any initial investment and collateral received and amounts recognized in the Statement of Assets and Liabilities. In addition, there may be the risk that the change in value of the derivative contract does not correspond to the change in value of the underlying instrument.

Net Realized Gain (Loss) and Change in Net Unrealized Appreciation (Depreciation) on Derivatives. The table below, which reflects the impacts of derivatives on the financial performance of the Funds, summarizes the net realized gain (loss) and change in net unrealized appreciation (depreciation) for derivatives during the period as presented in the Statement of Operations.

Primary Risk Exposure / Derivative Type	Net Realized Gain (Loss)	Change in Net Unrealized Appreciation (Depreciation)
Fidelity Advisor Series Equity-Income Fund
Equity Risk
Written Options (a)	$ 1,611,159	$ 147,146
Fidelity Advisor Series Stock Selector Large Cap Value Fund
Equity Risk
Futures Contracts (a)	$ 1,035,238	$ 159,513

(a) A summary of the value of derivatives by primary risk exposure as of period end is included at the end of the Schedule of Investments.

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Notes to Financial Statements (Unaudited) - continued

4. Derivative Instruments - continued

Futures Contracts. A futures contract is an agreement between two parties to buy or sell a specified underlying instrument for a fixed price at a specified future date. Fidelity Advisor Series Stock Selector Large Cap Value Fund used futures contracts to manage their exposure to the stock market.

Upon entering into a futures contract, a fund is required to deposit either cash or securities (initial margin) with a clearing broker in an amount equal to a certain percentage of the face value of the contract. Futures contracts are marked-to-market daily and subsequent daily payments (variation margin) are made or received by a fund depending on the daily fluctuations in the value of the futures contracts and are recorded as unrealized appreciation or (depreciation). This receivable and/or payable, if any, is included in daily variation margin for derivative instruments in the Statement of Assets and Liabilities. Realized gain or (loss) is recorded upon the expiration or closing of a futures contract. The net realized gain (loss) and change in net unrealized appreciation (depreciation) on futures contracts during the period is included in the Statement of Operations.

Any open futures contracts at period end are presented in the Schedule of Investments under the caption "Futures Contracts." The underlying face amount at value reflects each contract's exposure to the underlying instrument or index at period end and is representative of volume of activity during the period. Securities deposited to meet initial margin requirements are identified in the Schedule of Investments.

Options. Options give the purchaser the right, but not the obligation, to buy (call) or sell (put) an underlying security or financial instrument at an agreed exercise or strike price between or on certain dates. Options obligate the seller (writer) to buy (put) or sell (call) an underlying instrument at the exercise or strike price or cash settle an underlying derivative instrument if the holder exercises the option on or before the expiration date.

Fidelity Advisor Series Equity-Income Fund (the Fund) used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Upon entering into a written options contract, the Fund will receive a premium. Premiums received are reflected as a liability on the Statement of Assets and Liabilities. Options are valued daily and any unrealized appreciation (depreciation) is reflected on the Statement of Assets and Liabilities. When a written option is exercised, the premium is added to the proceeds from the sale of the underlying instrument in determining the gain or loss realized on that investment. When an option is closed the Fund will realize a gain or loss depending on whether the proceeds or amount paid for the closing sale transaction are greater or less than the premium received. When an option expires, gains

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4. Derivative Instruments - continued

Options - continued

and losses are realized to the extent of premiums received. The net realized gain (loss) on closed and expired written options and the change in net unrealized appreciation (depreciation) on written options are reflected separately on the Statement of Operations.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options" and are representative of volume of activity during the period.

The following is a summary of the Fund's written options activity:

Written Options	Number of Contracts	Amount of Premiums
Outstanding at beginning of period	14,219	$ 1,062,400
Options Opened	29,994	2,143,858
Options Exercised	(8,312)	(914,985)
Options Closed	(15,702)	(1,033,530)
Options Expired	(16,230)	(846,356)
Outstanding at end of period	3,969	$ 411,387

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, are noted in the table below.

	Purchases ($)	Sales ($)
Fidelity Advisor Series Equity-Income Fund	319,516,257	331,557,233
Fidelity Advisor Series Stock Selector Large Cap Value Fund	395,362,830	395,419,190

6. Fees and Other Transactions with Affiliates.

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Notes to Financial Statements (Unaudited) - continued

6. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee for Fidelity Advisor Series Stock Selector Large Cap Value Fund is subject to a performance adjustment (up to a maximum of ± .20% of each applicable Fund's average net assets over a 36 month performance period.) The upward or downward adjustment to the management fee is based on Fidelity Advisor Series Stock Selector Large Cap Value Fund's relative investment performance as compared to its benchmark index over the same 36 month performance period. Fidelity Advisor Series Stock Selector Large Cap Value Fund's performance adjustment took effect in December 2013. Subsequent months will be added until the performance period includes 36 months. For the reporting period, each Fund's annualized management fee rate expressed as a percentage of each Fund's average net assets, including the performance adjustment, if applicable was as follows. The performance adjustment included in the management fee rate may be higher or lower than the maximum performance adjustment rate due to the difference between the average net asset for the reporting and performance periods.

Fund Name	Individual Rate	Group Rate	Total
Fidelity Advisor Series Equity-Income Fund	.20%	.25%	.45%
Fidelity Advisor Series Stock Selector Large Cap Value Fund	.30%	.25%	.52%

Fund Name	Performance Benchmark
Fidelity Advisor Series Stock Selector Large Cap Value Fund	Russell 1000 Value Index

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of the investment adviser, is the Funds' transfer, dividend disbursing and shareholder servicing agent. FIIOC receives account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees were equivalent to the following annualized rates expressed as a percentage of average net assets:

Fidelity Advisor Series Equity-Income Fund	.18%
Fidelity Advisor Series Stock Selector Large Cap Value Fund	.18%

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains each Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

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6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. Certain Funds placed a portion of their portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were as follows:

	Amount
Fidelity Advisor Series Equity-Income Fund	$ 1,300
Fidelity Advisor Series Stock Selector Large Cap Value Fund	10,742

7. Committed Line of Credit.

Certain Funds participate with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which are reflected in Miscellaneous expenses on the Statement of Operations, and are as follows:

Fidelity Advisor Series Equity-Income Fund	$ 2,131
Fidelity Advisor Series Stock Selector Large Cap Value Fund	1,423

During the period, the Funds did not borrow on this line of credit.

8. Security Lending.

Certain Funds lend portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Funds. On the settlement date of the loan, each applicable Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Funds and any additional required collateral is delivered to the Funds on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Funds may apply collateral received from the borrower against the obligation. The Funds may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on each applicable Fund's Statement of Assets and Liabilities.

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Notes to Financial Statements (Unaudited) - continued

8. Security Lending - continued

At period end, there were no security loans outstanding with FCM. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented on each applicable Fund's Statement of Operations as a component of income from Fidelity Central Funds. Security lending activity was as follows:

	Total Security Lending Income	Security Lending Income From Securities Loaned to FCM
Fidelity Advisor Series Equity-Income Fund	$ 17,973	$ -
Fidelity Advisor Series Stock Selector Large Cap Value Fund	$ 13,221	$ 4,392

9. Expense Reductions.

	Brokerage Service reduction

Fidelity Advisor Series Equity-Income Fund	$ 26,880
Fidelity Advisor Series Stock Selector Large Cap Value Fund	15,433

10. Other.

The Funds' organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

At the end of the period, mutual funds managed by the investment adviser or its affiliates were the owners of record of all of the outstanding shares of the Funds.

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Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Advisor Series Equity-Income Fund

Fidelity Advisor Series Stock Selector Large Cap Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of each fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale exist and would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the funds' sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the funds were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the funds at the new entities.

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Board Approval of Investment Advisory Contracts and
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In considering whether to renew the Advisory Contracts for each fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of each fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of each fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that each fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in that fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the funds, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the funds' investment objectives, strategies, and related investment philosophies. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of each fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Resources Dedicated to Investment Management and Support Services. The Board and the Fund Oversight and Research Committees reviewed the general qualifications and capabilities of Fidelity's investment staff, including its size, education, experience, and resources, as well as Fidelity's approach to recruiting, training, managing, and compensating investment personnel. The Board noted that Fidelity has continued to increase the resources devoted to non-U.S. offices, including expansion of Fidelity's global investment organization. The Board also noted that Fidelity's analysts have extensive resources, tools and capabilities that allow them to conduct sophisticated quantitative and fundamental analysis, as well as credit analysis of issuers, counterparties and guarantors. Further, the Board believes that Fidelity's investment professionals have sufficient access to global information and data so as to provide competitive investment results over time, and that those professionals also have access to sophisticated tools that permit them to assess portfolio construction and risk and performance attribution characteristics continuously, as well as to transmit new information and research conclusions rapidly around the world. Additionally, in its deliberations, the Board considered Fidelity's trading and risk management capabilities and resources and global compliance infrastructure, which are an integral part of the investment management process.

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Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for each fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through telephone representatives and over the Internet, investor education materials and asset allocation tools, and the expanded availability of Fidelity Investor Centers.

In 2014, the Board formed an ad hoc Committee on Transfer Agency Fees to review the variety of transfer agency fee structures throughout the industry and Fidelity's competitive positioning with respect to industry participants.

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken, or had made recommendations that resulted in the Fidelity funds taking, a number of actions over the previous year that benefited particular funds, including (i) continuing to dedicate additional resources to investment research and to the support of the senior management team that oversees asset management; (ii) persisting in efforts to enhance Fidelity's global research capabilities; (iii) launching new funds and making other enhancements to meet client needs for income-oriented solutions; (iv) reducing fund expenses for certain index funds; (v) continuing to launch dedicated lower cost underlying funds to meet portfolio construction needs related to expanding underlying fund options for Fidelity funds of funds, specifically for the Freedom Fund product lines; (vi) rationalizing product lines and gaining increased efficiencies through fund mergers; (vii) launching sector-based exchange-traded funds and establishing a new Fidelity adviser to manage sector-based funds and products; (viii) continuing to develop and implement technology to improve security and increase efficiency; (ix) modifying the eligibility criteria for certain share classes to increase their marketability to a portion of the defined contribution plan market; (x) waiving redemption fees for certain qualified fund-of-fund and wrap programs and certain retirement plan transactions; and (xi) launching new Institutional Class shares of certain money market funds to attract and retain assets and to fill a gap in the money market fund lineup.

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Board Approval of Investment Advisory Contracts and
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Investment Performance. The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for Fidelity Advisor Series Stock Selector Large Cap Value Fund in April 2013.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for each fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

In addition to reviewing absolute and relative fund performance, the Independent Trustees periodically consider the appropriateness of fund performance metrics in evaluating the results achieved. In general, the Independent Trustees believe that fund performance should be evaluated based on net performance (after fees and expenses) of both the highest performing and lowest performing classes, where applicable, compared to appropriate benchmark indices, over appropriate time periods which may include full market cycles, and compared to peer groups, as applicable, over the same periods, taking into account relevant factors including the following: general market conditions; issuer-specific information; tactical opportunities for investment; and fund cash flows and other factors.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for each fund and an appropriate benchmark index and peer group for the most recent one-year period, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

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Fidelity Adviser Series Equity-Income Fund

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Fidelity Advisor Series Stock Selector Large Cap Value Fund

aed184145

The Board also considered that Fidelity Advisor Series Stock Selector Large Cap Value Fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the nature, extent, and quality of services provided to each fund under the Advisory Contracts should benefit each fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered each fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month period shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." For Fidelity Advisor Series Equity-Income Fund, the Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to a fund's performance adjustment (if applicable), relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than a fund. The funds' actual TMG %s are in the charts below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee rate ranked and the impact of a fund's performance adjustment (if applicable), is also included in the charts and considered by the Board.

Semiannual Report

Fidelity Adviser Series Equity-Income Fund

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The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

Fidelity Advisor Series Stock Selector Large Cap Value Fund

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Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

The Board also noted that, in August 2013, the ad hoc Committee on Management Fees was formed to conduct an in-depth review of the management fee rates of Fidelity's active equity mutual funds. The Committee focused on the following areas: (i) standard fee structures; (ii) research consumption and trading evolution; (iii) management fee competitiveness/profitability by category; and (iv) factors that drive institutional pricing.

Based on its review, the Board concluded that each fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each fund's total expense ratio, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of Fidelity Advisor Series Stock Selector Large Cap Value Fund's performance adjustment. As part of its review, the Board also considered the current total expense ratios of each fund compared to competitive fund median expenses. Each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that each fund's total expense ratio ranked below its competitive median for 2013.

Fees Charged to Other Fidelity Clients. The Board also considered Fidelity fee structures and other information with respect to clients of Fidelity, such as other funds advised or subadvised by Fidelity, pension plan clients, and other institutional clients. The Board noted the findings of the 2013 ad hoc joint committee (created with the board of other Fidelity funds), which reviewed and compared Fidelity's institutional investment advisory business with its business of providing services to the Fidelity funds, including the differences in services provided, fees charged, and costs incurred, as well as competition in their respective marketplaces.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that each fund's total expense ratio was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and servicing each fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Semiannual Report

On an annual basis, Fidelity presents to the Board Fidelity's profitability for each fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of the methodologies used by Fidelity in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures in respect of the mathematical accuracy of fund profitability and its conformity to established allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board concluded that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board also reviewed Fidelity's non-fund businesses and fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the funds' business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which each fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that each fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board also considered that although each fund is offered only to other Fidelity funds, it continues to incur investment management expenses. The Board further noted that each fund may continue to realize benefits from the group fee structure, even though assets may not be expected to grow significantly at the fund level. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including: (i) fund performance trends and Fidelity's long-term strategies for certain funds; (ii) Fidelity's strategic marketing and product lineup goals; (iii) the methodology with respect to competitive fund data and peer group classifications; (iv) the arrangements with, and performance of, certain sub-advisers on behalf of the Fidelity funds, as well as certain proposed participating affiliate arrangements; (v) the realization of fall-out benefits in certain Fidelity business units; (vi) Fidelity's group fee structures, including the rationale for the individual fee rates of certain categories of funds and the definition of group assets; (vii) trends regarding industry use of performance fee structures and the performance adjustment methodologies applicable to the Fidelity funds; (viii) additional competitive analysis regarding the total expenses for certain classes; (ix) fund profitability methodology, including Fidelity's cost allocation methodology, and the impact of certain factors on fund profitability results; and (x) the process by which Fidelity determines sub-advisory fees for funds it advises.

Based on its evaluation of all of the conclusions noted above, and after considering all factors it believed relevant, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that each fund's Advisory Contracts should be renewed.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research (Hong Kong) Limited

Fidelity Management & Research (Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodians

The Northern Trust Company

Chicago, IL
Fidelity Advisor Series Equity-Income Fund

State Street Bank and Trust Company

Quincy, MA
Fidelity Advisor Series Stock Selector Large Cap Value Fund

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

AEDTI-ALDTI-SANN-0914
1.956893.101

Fidelity®

Equity-Income

Fund -
Class K

Semiannual Report

July 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Semiannual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2014	Ending Account Value July 31, 2014	Expenses Paid During Period* February 1, 2014 to July 31, 2014
Equity-Income	.63%
Actual		$ 1,000.00	$ 1,095.40	$ 3.27
Hypothetical^A		$ 1,000.00	$ 1,021.67	$ 3.16
Class K	.52%
Actual		$ 1,000.00	$ 1,096.00	$ 2.70
Hypothetical^A		$ 1,000.00	$ 1,022.22	$ 2.61

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.1	3.9
Chevron Corp.	3.0	2.7
Cisco Systems, Inc.	2.5	2.3
General Electric Co.	2.2	2.3
MetLife, Inc.	2.0	2.1
Johnson & Johnson	2.0	1.8
Procter & Gamble Co.	1.9	2.0
IBM Corp.	1.9	1.7
Verizon Communications, Inc.	1.8	1.7
Wells Fargo & Co.	1.7	1.5
	23.1
Top Five Market Sectors as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	24.3	21.5
Energy	15.4	13.5
Information Technology	12.7	11.5
Consumer Staples	10.4	10.6
Health Care	9.0	11.8

Asset Allocation (% of fund's net assets)
As of July 31, 2014*			As of January 31, 2014**
	Stocks 91.1%			Stocks 92.0%
	Bonds 0.2%			Bonds 0.1%
	Convertible Securities 4.4%			Convertible Securities 4.3%
	Other Investments 0.6%			Other Investments 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 3.7%			Short-Term Investments and Net Other Assets (Liabilities) 3.2%
* Foreign investments		12.7%	** Foreign investments		13.8%
* Written Options		0.0%	** Written Options		(0.1)%

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Semiannual Report

Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 90.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 6.9%
Auto Components - 0.2%
Gentex Corp.	724,673		$ 20,943
Diversified Consumer Services - 0.1%
H&R Block, Inc.	402,200		12,923
Hotels, Restaurants & Leisure - 1.9%
Darden Restaurants, Inc.	948,800		44,356
McDonald's Corp.	914,387		86,464
Texas Roadhouse, Inc. Class A	810,467		20,164
Yum! Brands, Inc.	572,479		39,730
			190,714
Household Durables - 0.1%
Coway Co. Ltd.	67,927		5,854
Media - 1.9%
Atresmedia Corporacion de Medios de Comunicacion SA	406,964		5,989
Comcast Corp. Class A	2,699,079		145,022
Sinclair Broadcast Group, Inc. Class A	1,060,283		34,258
			185,269
Multiline Retail - 1.8%
Kohl's Corp.	1,034,024		55,362
Target Corp.	2,024,009		120,611
			175,973
Specialty Retail - 0.9%
Abercrombie & Fitch Co. Class A	396,807		15,610
Dunelm Group PLC	610,700		8,573
Foot Locker, Inc.	505,635		24,033
Lewis Group Ltd.	972,000		5,757
PetSmart, Inc.	238,500		16,251
Staples, Inc.	1,407,404		16,312
			86,536
TOTAL CONSUMER DISCRETIONARY			678,212
CONSUMER STAPLES - 10.2%
Beverages - 1.9%
Molson Coors Brewing Co. Class B	614,395		41,490
PepsiCo, Inc.	427,109		37,628
The Coca-Cola Co.	2,744,903		107,847
			186,965
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	698,400		53,330
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	190,904		$ 9,473
Tesco PLC	960,100		4,166
Wal-Mart Stores, Inc.	589,791		43,397
Walgreen Co.	623,620		42,886
			153,252
Food Products - 1.0%
B&G Foods, Inc. Class A	264,967		7,438
Hilton Food Group PLC	2,686,432		21,510
Kellogg Co.	1,079,391		64,580
			93,528
Household Products - 1.9%
Procter & Gamble Co.	2,470,597		191,027
Tobacco - 3.8%
Altria Group, Inc. (i)	2,509,958		101,904
British American Tobacco PLC:
(United Kingdom)	344,100		20,158
sponsored ADR	343,572		40,335
Japan Tobacco, Inc.	690,100		24,269
Lorillard, Inc.	1,646,471		99,579
Philip Morris International, Inc.	608,878		49,934
Reynolds American, Inc.	671,041		37,478
			373,657
TOTAL CONSUMER STAPLES			998,429
ENERGY - 14.4%
Energy Equipment & Services - 1.6%
Ensco PLC Class A	730,606		37,005
National Oilwell Varco, Inc.	535,524		43,399
Noble Corp.	1,163,563		36,501
Schlumberger Ltd.	398,143		43,155
			160,060
Oil, Gas & Consumable Fuels - 12.8%
Access Midstream Partners LP	338,172		20,365
Anadarko Petroleum Corp.	464,432		49,625
Apache Corp.	808,201		82,970
Cameco Corp.	693,200		13,974
Canadian Natural Resources Ltd.	1,356,900		59,149
Chevron Corp.	2,284,072		295,193
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
ConocoPhillips Co.	220,400		$ 18,183
CONSOL Energy, Inc.	945,434		36,702
EV Energy Partners LP	745,974		27,347
Exxon Mobil Corp.	1,687,896		167,000
Foresight Energy LP	348,200		6,717
Holly Energy Partners LP	438,344		14,777
HollyFrontier Corp.	220,732		10,377
Imperial Oil Ltd.	480,400		24,651
Legacy Reserves LP	438,900		12,820
Markwest Energy Partners LP	978,177		68,277
Occidental Petroleum Corp.	577,849		56,462
Royal Dutch Shell PLC Class A sponsored ADR	525,313		42,986
Scorpio Tankers, Inc.	476,084		4,470
Suncor Energy, Inc.	1,826,600		75,001
The Williams Companies, Inc.	2,625,743		148,696
Williams Partners LP	232,900		11,794
			1,247,536
TOTAL ENERGY			1,407,596
FINANCIALS - 23.1%
Banks - 10.1%
Bank of America Corp.	1,007,400		15,363
CIT Group, Inc.	271,200		13,319
Citigroup, Inc.	1,291,800		63,182
Comerica, Inc.	350,272		17,605
FirstMerit Corp.	630,526		11,097
JPMorgan Chase & Co.	6,978,382		402,439
Lakeland Financial Corp.	224,700		8,177
M&T Bank Corp.	732,678		89,020
National Penn Bancshares, Inc.	408,962		4,212
Nordea Bank AB	1,422,800		19,141
PNC Financial Services Group, Inc.	264,000		21,796
Standard Chartered PLC (United Kingdom)	1,534,758		31,923
Svenska Handelsbanken AB (A Shares)	486,400		23,530
U.S. Bancorp	2,115,322		88,907
Valley National Bancorp (e)	852,100		8,163
Wells Fargo & Co.	3,293,050		167,616
			985,490
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - 5.3%
Apollo Global Management LLC Class A	604,060		$ 15,863
Apollo Investment Corp.	3,519,973		29,885
Ares Capital Corp.	1,210,774		20,232
Ares Management LP	432,300		8,400
Ashmore Group PLC	2,291,653		13,727
AURELIUS AG	259,590		9,177
BlackRock, Inc. Class A (i)	84,923		25,879
Carlyle Group LP	434,200		14,494
Charles Schwab Corp.	732,028		20,314
Greenhill & Co., Inc.	209,583		9,593
Invesco Ltd.	532,400		20,034
KKR & Co. LP	6,344,665		145,420
Morgan Stanley	1,433,231		46,351
State Street Corp.	585,899		41,271
The Blackstone Group LP	3,129,732		102,280
			522,920
Diversified Financial Services - 0.7%
Berkshire Hathaway, Inc. Class B (a)	355,792		44,627
McGraw Hill Financial, Inc.	155,800		12,498
TPG Specialty Lending, Inc.	488,400		9,460
			66,585
Insurance - 4.5%
ACE Ltd.	757,027		75,778
Allied World Assurance Co. Holdings Ltd.	191,700		6,903
Brasil Insurance Participacoes e Administracao SA	2,031,455		8,381
esure Group PLC	2,294,900		10,019
FBD Holdings PLC	379,803		7,273
MetLife, Inc.	3,773,238		198,472
Prudential Financial, Inc. (i)	434,277		37,769
The Chubb Corp.	606,863		52,621
The Travelers Companies, Inc.	513,700		46,007
			443,223
Real Estate Investment Trusts - 2.4%
American Capital Agency Corp.	1,624,263		37,553
American Homes 4 Rent (g)	400,011		7,288
American Tower Corp.	136,900		12,922
Annaly Capital Management, Inc.	3,032,613		33,662
CBL & Associates Properties, Inc.	1,043,000		19,504
Coresite Realty Corp.	387,764		12,664
First Potomac Realty Trust	1,796,025		23,690
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Home Properties, Inc.	508,415		$ 33,449
Piedmont Office Realty Trust, Inc. Class A	587,100		11,419
Retail Properties America, Inc.	1,062,571		15,992
Two Harbors Investment Corp.	1,664,878		17,032
Ventas, Inc.	161,403		10,249
			235,424
Thrifts & Mortgage Finance - 0.1%
Radian Group, Inc.	478,445		6,057
TOTAL FINANCIALS			2,259,699
HEALTH CARE - 8.1%
Biotechnology - 0.7%
Amgen, Inc.	490,109		62,435
Grifols SA ADR	195,744		7,178
			69,613
Health Care Equipment & Supplies - 0.9%
Baxter International, Inc.	340,200		25,410
Covidien PLC	268,900		23,263
DENTSPLY International, Inc.	293,900		13,643
Meridian Bioscience, Inc.	500,622		9,867
St. Jude Medical, Inc.	153,377		9,999
			82,182
Health Care Providers & Services - 0.8%
Aetna, Inc.	94,728		7,344
Quest Diagnostics, Inc.	374,872		22,905
UnitedHealth Group, Inc.	639,820		51,857
			82,106
Pharmaceuticals - 5.7%
AbbVie, Inc.	179,544		9,397
Astellas Pharma, Inc.	2,327,800		31,566
AstraZeneca PLC sponsored ADR	611,900		44,540
Johnson & Johnson	1,934,448		193,619
Merck & Co., Inc.	1,960,994		111,267
Pfizer, Inc.	3,236,379		92,884
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Sanofi SA	272,689		$ 28,630
Teva Pharmaceutical Industries Ltd. sponsored ADR	884,980		47,346
			559,249
TOTAL HEALTH CARE			793,150
INDUSTRIALS - 8.3%
Aerospace & Defense - 0.9%
United Technologies Corp.	801,720		84,301
Air Freight & Logistics - 2.0%
C.H. Robinson Worldwide, Inc.	518,456		34,975
PostNL NV (a)	3,450,200		17,274
United Parcel Service, Inc. Class B	1,485,873		144,263
			196,512
Airlines - 0.1%
Copa Holdings SA Class A	32,400		4,921
Commercial Services & Supplies - 1.4%
Intrum Justitia AB	1,004,655		30,803
KAR Auction Services, Inc.	737,000		21,601
Republic Services, Inc.	2,254,367		85,508
			137,912
Construction & Engineering - 0.0%
MasTec, Inc. (a)	107,449		2,922
Electrical Equipment - 0.4%
Eaton Corp. PLC	203,300		13,808
Emerson Electric Co.	290,487		18,489
Hubbell, Inc. Class B	32,528		3,804
			36,101
Industrial Conglomerates - 2.2%
General Electric Co.	8,658,660		217,765
Siemens AG	9		1
			217,766
Machinery - 0.4%
Cummins, Inc.	93,900		13,089
Stanley Black & Decker, Inc.	273,478		23,916
			37,005
Marine - 0.0%
Irish Continental Group PLC unit	100		0*
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.4%
Acacia Research Corp.	787,191		$ 13,429
Bureau Veritas SA	320,327		8,257
Michael Page International PLC	2,755,783		19,890
			41,576
Road & Rail - 0.3%
Union Pacific Corp.	335,552		32,988
Trading Companies & Distributors - 0.2%
Now, Inc.	133,881		4,310
Watsco, Inc.	109,500		9,808
Wolseley PLC	169,350		8,852
			22,970
TOTAL INDUSTRIALS			814,974
INFORMATION TECHNOLOGY - 11.9%
Communications Equipment - 2.9%
Cisco Systems, Inc.	9,817,586		247,698
QUALCOMM, Inc.	493,316		36,357
			284,055
Electronic Equipment & Components - 0.4%
Hitachi Ltd.	1,939,000		15,029
TE Connectivity Ltd.	310,632		19,225
			34,254
Internet Software & Services - 0.4%
Yahoo!, Inc. (a)	1,040,700		37,267
IT Services - 3.5%
Accenture PLC Class A	309,158		24,510
IBM Corp.	954,834		183,013
Paychex, Inc.	2,884,057		118,275
Xerox Corp.	1,537,007		20,381
			346,179
Semiconductors & Semiconductor Equipment - 2.0%
Applied Materials, Inc.	3,211,382		67,311
Broadcom Corp. Class A	2,730,229		104,459
MediaTek, Inc.	735,000		11,348
Taiwan Semiconductor Manufacturing Co. Ltd.	2,523,000		10,091
			193,209
Software - 1.7%
CA Technologies, Inc.	874,200		25,247
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Exact Holdings NV	323,315		$ 13,464
Microsoft Corp.	2,972,316		128,285
			166,996
Technology Hardware, Storage & Peripherals - 1.0%
Apple, Inc.	400,393		38,266
EMC Corp.	815,562		23,896
First Data Holdings, Inc. Class B (l)	9,280,230		37,121
			99,283
TOTAL INFORMATION TECHNOLOGY			1,161,243
MATERIALS - 1.2%
Chemicals - 0.3%
Potash Corp. of Saskatchewan, Inc.	373,900		13,274
Tronox Ltd. Class A	486,235		12,905
Westlake Chem Partners LP (a)	18,500		561
			26,740
Metals & Mining - 0.9%
Commercial Metals Co.	983,766		16,960
Freeport-McMoRan Copper & Gold, Inc.	1,749,892		65,131
Goldcorp, Inc.	51,000		1,397
SunCoke Energy Partners LP	151,433		4,761
			88,249
TOTAL MATERIALS			114,989
TELECOMMUNICATION SERVICES - 3.7%
Diversified Telecommunication Services - 3.0%
AT&T, Inc.	2,567,089		91,363
Verizon Communications, Inc.	3,580,600		180,534
Verizon Communications, Inc. CDI	486,649		24,843
			296,740
Wireless Telecommunication Services - 0.7%
Safaricom Ltd.	17,359,000		2,412
Vodafone Group PLC	18,324,431		61,022
			63,434
TOTAL TELECOMMUNICATION SERVICES			360,174
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 3.0%
Electric Utilities - 3.0%
American Electric Power Co., Inc.	1,205,982		$ 62,699
Exelon Corp.	758,700		23,580
Hawaiian Electric Industries, Inc. (e)	829,915		19,603
Pinnacle West Capital Corp.	158,100		8,457
PPL Corp.	1,688,486		55,703
Southern Co.	2,119,077		91,735
Xcel Energy, Inc.	999,035		30,770
			292,547
Independent Power and Renewable Electricity Producers - 0.0%
NextEra Energy Partners LP	46,600		1,586
TOTAL UTILITIES			294,133
TOTAL COMMON STOCKS (Cost $7,156,145)		8,882,599
Preferred Stocks - 1.4%

Convertible Preferred Stocks - 1.1%
CONSUMER STAPLES - 0.1%
Food Products - 0.1%
Post Holdings, Inc. 5.25% (a)	52,900		5,183
FINANCIALS - 0.3%
Real Estate Investment Trusts - 0.3%
American Tower Corp. Series A, 5.25%	49,000		5,407
Crown Castle International Corp. Series A, 4.50%	168,900		16,866
Weyerhaeuser Co. Series A, 6.375%	166,500		8,996
			31,269
HEALTH CARE - 0.1%
Health Care Equipment & Supplies - 0.1%
Alere, Inc. 3.00%	44,000		14,646
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	123,200		7,308
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
UTILITIES - 0.5%
Electric Utilities - 0.2%
NextEra Energy, Inc.:
5.889%	74,849		$ 4,510
Series E, 5.599%	233,300		14,460
			18,970
Multi-Utilities - 0.3%
CenterPoint Energy, Inc. 2.00% ZENS	173,400		11,055
Dominion Resources, Inc.:
6.375% (a)	200,000		10,140
Series B, 6.00%	148,000		8,202
			29,397
TOTAL UTILITIES			48,367
TOTAL CONVERTIBLE PREFERRED STOCKS			106,773
Nonconvertible Preferred Stocks - 0.3%
FINANCIALS - 0.3%
Consumer Finance - 0.3%
Ally Financial, Inc.:
7.00% (g)	26,720		26,586
Series A, 8.50%	233,580		6,337
			32,923
TOTAL PREFERRED STOCKS (Cost $123,129)		139,696

Corporate Bonds - 3.5%
		Principal Amount (000s) (d)
Convertible Bonds - 3.3%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.2%
Ford Motor Co. 4.25% 11/15/16		$ 3,130		6,217
Volkswagen International Finance NV 5.5% 11/9/15 (g)	EUR	9,200		13,400
				19,617
Diversified Consumer Services - 0.0%
Carriage Services, Inc. 2.75% 3/15/21 (g)		3,900		3,946
Corporate Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
Convertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - 0.1%
Liberty Media Corp. 3.5% 1/15/31		$ 6,195		$ 5,896
TOTAL CONSUMER DISCRETIONARY				29,459
CONSUMER STAPLES - 0.1%
Tobacco - 0.1%
Vector Group Ltd. 2.5% 1/15/19 (j)		6,960		9,328
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Amyris, Inc. 3% 2/27/17		2,101		1,751
BPZ Energy, Inc. 8.5% 10/1/17		4,130		4,486
Chesapeake Energy Corp. 2.5% 5/15/37		13,845		14,588
Clean Energy Fuels Corp. 5.25% 10/1/18 (g)		5,260		4,961
Scorpio Tankers, Inc. 2.375% 7/1/19 (g)		7,880		8,027
Ship Finance International Ltd. 3.25% 2/1/18		10,930		12,220
				46,033
FINANCIALS - 0.5%
Capital Markets - 0.2%
Ares Capital Corp. 5.75% 2/1/16		11,500		12,234
Insurance - 0.1%
Fidelity National Financial, Inc. 4.25% 8/15/18		7,160		11,581
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. 9% 4/1/63 (g)		17,382		21,072
TOTAL FINANCIALS				44,887
HEALTH CARE - 0.8%
Biotechnology - 0.0%
Gilead Sciences, Inc. 1.625% 5/1/16		950		3,819
Health Care Equipment & Supplies - 0.1%
Teleflex, Inc. 3.875% 8/1/17		4,630		8,274
Health Care Providers & Services - 0.6%
HealthSouth Corp. 2% 12/1/43		15,074		17,062
Molina Healthcare, Inc. 1.125% 1/15/20		6,130		7,207
WellPoint, Inc. 2.75% 10/15/42		19,230		30,083
				54,352
Corporate Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
Convertible Bonds - continued
HEALTH CARE - continued
Pharmaceuticals - 0.1%
Theravance, Inc. 2.125% 1/15/23		$ 11,920		$ 12,640
TOTAL HEALTH CARE				79,085
INDUSTRIALS - 0.2%
Construction & Engineering - 0.1%
Layne Christensen Co. 4.25% 11/15/18 (g)		4,160		3,445
MasTec, Inc. 4.25% 12/15/14		3,365		5,939
				9,384
Machinery - 0.1%
Navistar International Corp. 4.75% 4/15/19 (g)		11,500		11,989
TOTAL INDUSTRIALS				21,373
INFORMATION TECHNOLOGY - 0.8%
Communications Equipment - 0.2%
InterDigital, Inc. 2.5% 3/15/16		18,230		19,530
Liberty Interactive LLC 0.75% 3/30/43		4,710		6,488
				26,018
Semiconductors & Semiconductor Equipment - 0.4%
Canadian Solar, Inc. 4.25% 2/15/19 (g)		7,620		7,353
GT Advanced Technologies, Inc.:
3% 10/1/17		13,510		25,981
3% 12/15/20		3,900		5,431
				38,765
Software - 0.2%
TiVo, Inc. 4% 3/15/16 (g)		12,450		16,937
TOTAL INFORMATION TECHNOLOGY				81,720
UTILITIES - 0.1%
Electric Utilities - 0.1%
NRG Yield, Inc. 3.5% 2/1/19 (g)		9,720		11,737
TOTAL CONVERTIBLE BONDS				323,622
Corporate Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
Nonconvertible Bonds - 0.2%
INDUSTRIALS - 0.1%
Commercial Services & Supplies - 0.1%
APX Group, Inc.:
6.375% 12/1/19		$ 3,915		$ 3,915
8.75% 12/1/20		11,490		11,203
				15,118
MATERIALS - 0.1%
Metals & Mining - 0.1%
JMC Steel Group, Inc. 8.25% 3/15/18 (g)		5,705		5,648
Walter Energy, Inc. 8.5% 4/15/21		7,720		3,706
				9,354
TOTAL NONCONVERTIBLE BONDS				24,472
TOTAL CORPORATE BONDS (Cost $315,588)			348,094
Preferred Securities - 0.1%

FINANCIALS - 0.1%
Diversified Financial Services - 0.1%

Baggot Securities Ltd. 10.24% (g)(h)

(Cost $6,128)

EUR

3,990

6,027

Other - 0.5%

Energy - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
EQTY ER Holdings, LLC 12% 1/28/18 (f)(k)(l)	22,667	22,667
	Shares
EQTY ER Holdings, LLC (f)(k)(l)	11,333,334	30,172
TOTAL OTHER (Cost $34,020)		52,839

Money Market Funds - 4.0%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	382,690,979		$ 382,691
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	6,949,650		6,950
TOTAL MONEY MARKET FUNDS (Cost $389,641)		389,641
TOTAL INVESTMENT PORTFOLIO - 100.3% (Cost $8,024,651)			9,818,896
NET OTHER ASSETS (LIABILITIES) - (0.3)%			(33,695)
NET ASSETS - 100%		$ 9,785,201

Written Options
	Expiration Date/Exercise Price	Number of Contracts	Premium (000s)	Value (000s)
Call Options
Altria Group, Inc.	9/20/14 - $43.00	13,067	$ 707	$ (203)
BlackRock, Inc. Class A	10/18/14 - $320.00	697	605	(376)
Prudential Financial, Inc.	9/20/14 - $95.00	2,171	320	(107)
TOTAL WRITTEN OPTIONS			$ 1,632	$ (686)

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(d) Amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Affiliated company

(g) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the end of the period, the value of these securities amounted to $148,416,000 or 1.5% of net assets.

(h) Security is perpetual in nature with no stated maturity date.

(i) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $93,173,000.

(j) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(k) Investments represent a non-operating interest in oil and gas wells through an entity owned by the Fund that is treated as a corporation for U.S. tax purposes.

(l) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $89,960,000 or 0.9% of net assets.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
EQTY ER Holdings, LLC 12% 1/28/18	1/29/13	$ 22,667
EQTY ER Holdings, LLC	1/29/13	$ 11,333
First Data Holdings, Inc. Class B	6/26/14	$ 37,121

* Amount represents less than $1,000.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 146
Fidelity Securities Lending Cash Central Fund	303
Total	$ 449

Other Affiliated Issuers

An affiliated company is a company in which the Fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 22,667	$ -	$ -	$ -	$ 22,667
EQTY ER Holdings, LLC	10,312	-	-	-	30,172
Total	$ 32,979	$ -	$ -	$ -	$ 52,839

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 678,212	$ 672,358	$ 5,854	$ -
Consumer Staples	1,003,612	955,019	48,593	-
Energy	1,407,596	1,407,596	-	-
Financials	2,323,891	2,271,443	52,448	-
Health Care	807,796	747,600	60,196	-
Industrials	822,282	822,281	1	-
Information Technology	1,161,243	1,087,654	36,468	37,121
Materials	114,989	114,989	-	-
Telecommunication Services	360,174	299,152	61,022	-
Utilities	342,500	312,475	30,025	-
Corporate Bonds	348,094	-	348,094	-
Preferred Securities	6,027	-	6,027	-
Other/Energy	52,839	-	52,839	-
Money Market Funds	389,641	389,641	-	-
Total Investments in Securities:	$ 9,818,896	$ 9,080,208	$ 701,567	$ 37,121
Derivative Instruments:
Liabilities
Written Options	$ (686)	$ (686)	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value (Amounts in thousands)
	Asset	Liability
Equity Risk
Written Options (a)	$ -	$ (686)
Total Value of Derivatives	$ -	$ (686)

(a) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America	87.3%
United Kingdom	3.9%
Canada	2.1%
Switzerland	1.1%
Others (Individually Less Than 1%)	5.6%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2014

Assets
Investment in securities, at value (including securities loaned of $6,680) - See accompanying schedule: Unaffiliated issuers (cost $7,600,990)	$ 9,376,416
Fidelity Central Funds (cost $389,641)	389,641
Other affiliated issuers (cost $34,020)	52,839
Total Investments (cost $8,024,651)		$ 9,818,896
Foreign currency held at value (cost $335)		335
Receivable for investments sold		5,158
Receivable for fund shares sold		3,335
Dividends receivable		21,229
Interest receivable		3,523
Distributions receivable from Fidelity Central Funds		49
Receivable from investment adviser for expense reductions		4
Other receivables		1,878
Total assets		9,854,407

Liabilities
Payable for investments purchased	$ 34,530
Payable for fund shares redeemed	14,338
Accrued management fee	3,770
Written options, at value (premium received $1,632)	686
Other affiliated payables	1,211
Other payables and accrued expenses	1,014
Deferred Taxes	6,707
Collateral on securities loaned, at value	6,950
Total liabilities		69,206

Net Assets		$ 9,785,201
Net Assets consist of:
Paid in capital		$ 7,652,246
Undistributed net investment income		37,328
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		307,164
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,788,463
Net Assets		$ 9,785,201

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2014

Equity-Income: Net Asset Value, offering price and redemption price per share ($7,179,970 ÷ 117,124 shares)		$ 61.30

Class K: Net Asset Value, offering price and redemption price per share ($2,605,231 ÷ 42,511 shares)		$ 61.28

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended July 31, 2014

Investment Income
Dividends		$ 156,821
Special dividends		32,183
Interest		5,772
Income from Fidelity Central Funds		449
Total income		195,225

Expenses
Management fee	$ 22,022
Transfer agent fees	6,409
Accounting and security lending fees	641
Custodian fees and expenses	114
Independent trustees' compensation	20
Appreciation in deferred trustee compensation account	1
Registration fees	59
Audit	69
Legal	19
Miscellaneous	47
Total expenses before reductions	29,401
Expense reductions	(147)	29,254
Net investment income (loss)		165,971
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	319,970
Foreign currency transactions	71
Written options	7,085
Total net realized gain (loss)		327,126
Change in net unrealized appreciation (depreciation) on: Investment securities	389,147
Assets and liabilities in foreign currencies	271
Written options	843
Total change in net unrealized appreciation (depreciation)		390,261
Net gain (loss)		717,387
Net increase (decrease) in net assets resulting from operations		$ 883,358

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended July 31, 2014	Year ended January 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 165,971	$ 220,240
Net realized gain (loss)	327,126	1,036,639
Change in net unrealized appreciation (depreciation)	390,261	189,172
Net increase (decrease) in net assets resulting from operations	883,358	1,446,051
Distributions to shareholders from net investment income	(128,929)	(223,502)
Share transactions - net increase (decrease)	(290,884)	(578,318)
Total increase (decrease) in net assets	463,545	644,231

Net Assets
Beginning of period	9,321,656	8,677,425
End of period (including undistributed net investment income of $37,328 and undistributed net investment income of $286, respectively)	$ 9,785,201	$ 9,321,656

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Equity-Income

	Six months ended July 31,	Years ended January 31,
	2014	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 56.69	$ 49.72	$ 42.77	$ 45.57	$ 37.93	$ 27.48
Income from Investment Operations
Net investment income (loss)^D	1.01^G	1.26	1.32	.89	.66	.63
Net realized and unrealized gain (loss)	4.39	6.99	6.95	(2.80)	7.72	10.51
Total from investment operations	5.40	8.25	8.27	(1.91)	8.38	11.14
Distributions from net investment income	(.79)	(1.28)	(1.32)	(.89)	(.74)	(.69)
Net asset value, end of period	$ 61.30	$ 56.69	$ 49.72	$ 42.77	$ 45.57	$ 37.93
Total Return^{B, C}	9.54%	16.72%	19.63%	(4.15)%	22.32%	41.02%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.63%^A	.64%	.67%	.68%	.69%	.74%
Expenses net of fee waivers, if any	.63%^A	.64%	.67%	.68%	.69%	.74%
Expenses net of all reductions	.63%^A	.64%	.66%	.67%	.68%	.74%
Net investment income (loss)	3.36%^{A, G}	2.30%	2.89%	2.04%	1.62%	1.87%
Supplemental Data
Net assets, end of period (in millions)	$ 7,180	$ 6,842	$ 6,401	$ 6,844	$ 10,049	$ 15,061
Portfolio turnover rate^F	33%^A	43%	43%	80%	28%	30%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

^G Investment income per share reflects a large, non-recurring dividend which amounted to $.20 per share. Excluding this non-recurring dividend, the ratio of net investment income (loss) to average net assets would have been 2.70%.

^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class K

	Six months ended July 31,	Years ended January 31,
	2014	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 56.67	$ 49.70	$ 42.76	$ 45.56	$ 37.93	$ 27.48
Income from Investment Operations
Net investment income (loss)^D	1.05^G	1.33	1.38	.95	.72	.72
Net realized and unrealized gain (loss)	4.38	6.99	6.95	(2.79)	7.72	10.48
Total from investment operations	5.43	8.32	8.33	(1.84)	8.44	11.20
Distributions from net investment income	(.82)	(1.35)	(1.39)	(.96)	(.81)	(.75)
Net asset value, end of period	$ 61.28	$ 56.67	$ 49.70	$ 42.76	$ 45.56	$ 37.93
Total Return^{B, C}	9.60%	16.87%	19.78%	(4.00)%	22.50%	41.30%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.52%^A	.52%	.53%	.53%	.53%	.54%
Expenses net of fee waivers, if any	.52%^A	.52%	.53%	.53%	.53%	.54%
Expenses net of all reductions	.51%^A	.52%	.52%	.52%	.53%	.54%
Net investment income (loss)	3.48%^{A, G}	2.42%	3.03%	2.19%	1.78%	2.07%
Supplemental Data
Net assets, end of period (in millions)	$ 2,605	$ 2,480	$ 2,276	$ 2,106	$ 2,559	$ 2,017
Portfolio turnover rate^F	33%^A	43%	43%	80%	28%	30%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

Fidelity® Equity-Income Fund (the Fund) is a fund of Fidelity Devonshire Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Equity-Income and Class K shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class.

2. Investments in Fidelity Central Funds.

The Fund invests in Fidelity Central Funds, which are open-end investment companies generally available only to other investment companies and accounts managed by the investment adviser and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

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3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price and are categorized as Level 1 in the hierarchy. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

Foreign Currency. The Fund may use foreign currency contracts to facilitate transactions in foreign-denominated securities. Gains and losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based upon receipt of tax filings or other correspondence relating to the underlying investment. Large, non-recurring dividends recognized by the Fund are presented separately on the Statement of Operations as "Special Dividends" and the impact of these dividends is presented in the Financial Highlights. Interest income is accrued as earned and includes coupon interest and amortization of premium and accretion of discount on debt securities as applicable. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Deferred Trustee Compensation. Under a Deferred Compensation Plan (the Plan), independent Trustees may elect to defer receipt of a portion of their annual compensation. Deferred amounts are invested in a cross-section of Fidelity funds, are marked-to-market and remain in the Fund until distributed in accordance with the Plan. The investment of deferred amounts and the offsetting payable to the Trustees are included in the accompanying Statement of Assets and Liabilities.

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required.

The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests. One of the Fund's investments, EQTY ER Holdings, LLC, is owned through an entity that is treated as a corporation for U.S. tax purposes and may be subject to federal and state taxes upon disposition. At period end, the tax liability for this investment is presented as "Deferred taxes" in the Statement of Assets and Liabilities and included in "Change in net unrealized appreciation (depreciation) on investment securities" in the Statement of Operations.

Distributions are declared and recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, contingent interest, equity-debt classifications, partnerships, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 1,914,993
Gross unrealized depreciation	(135,147)
Net unrealized appreciation (depreciation) on securities	$ 1,779,846

Tax cost	$ 8,039,050

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Fund's Schedule of Investments.

4. Derivative Instruments.

Risk Exposures and the Use of Derivative Instruments. The Fund's investment objective allows the Fund to enter into various types of derivative contracts, including options. Derivatives are investments whose value is primarily derived from underlying assets, indices or reference rates and may be transacted on an exchange or over-the-counter (OTC). Derivatives may involve a future commitment to buy or sell a specified asset based on specified terms, to exchange future cash flows at periodic intervals based on a notional principal amount, or for one party to make one or more payments upon the occurrence of specified events in exchange for periodic payments from the other party.

The Fund used derivatives to increase returns and to manage exposure to certain risks as defined below. The success of any strategy involving derivatives depends on analysis of numerous economic factors, and if the strategies for investment do not work as intended, the Fund may not achieve its objectives.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

The Fund is also exposed to additional risks from investing in derivatives, such as liquidity risk and counterparty credit risk. Liquidity risk is the risk that the Fund will be unable to close out the derivative in the open market in a timely manner. Counterparty credit risk is the risk that the counterparty will not be able to fulfill its obligation to the Fund. Counterparty credit risk related to exchange-traded options may be mitigated by the protection provided by the exchange on which they trade.

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4. Derivative Instruments - continued

The Fund used exchange-traded written covered call options to manage its exposure to the market. When the Fund writes a covered call option, the Fund holds the underlying instrument which must be delivered to the holder upon the exercise of the option.

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options" and are representative of volume of activity during the period.

During the period, the Fund recognized net realized gain (loss) of $7,085 and a change in net unrealized appreciation (depreciation) of $843 related to its investment in written options. This amount is included in the Statement of Operations.

The following is a summary of the Fund's written options activity:

Written Options	Number of Contracts	Amount of Premiums
Outstanding at beginning of period	64	$ 5,219
Options Opened	125	9,182
Options Exercised	(36)	(4,112)
Options Closed	(67)	(4,589)
Options Expired	(70)	(4,068)
Outstanding at end of period	16	$ 1,632

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Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,578,355 and $1,892,774, respectively.

6. Fees and Other Transactions with Affiliates.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of Equity-Income. FIIOC receives an asset-based fee of Class K's average net assets. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Equity-Income	$ 5,810	.16
Class K	599	.05
	$ 6,409

* Annualized

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of the investment adviser, maintains the Fund's accounting records. The accounting fee is based on the level of average net assets for each month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. Brokerage commissions are included in net realized gain (loss) and change in net unrealized appreciation (depreciation) in the Statement of Operations. The commissions paid to these affiliated firms were $1 for the period.

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $25.

7. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $8 and is reflected in Miscellaneous expenses on the Statement of Operations. During the period, the Fund did not borrow on this line of credit.

8. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. The value of securities loaned to FCM at period end was $435. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $303, including $2 from securities loaned to FCM.

9. Expense Reductions.

Commissions paid to certain brokers with whom the investment adviser, or its affiliates, places trades on behalf of the Fund include an amount in addition to trade execution, which may be rebated back to the Fund to offset certain expenses. This amount totaled $127 for the period.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $20.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2014	Year ended January 31, 2014
From net investment income
Equity-Income	$ 93,673	$ 162,301
Class K	35,256	61,201
Total	$ 128,929	$ 223,502

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2014	Year ended January 31, 2014	Six months ended July 31, 2014	Year ended January 31, 2014
Equity-Income
Shares sold	5,334	17,005	$ 320,044	$ 931,713
Reinvestment of distributions	1,458	2,821	88,881	154,118
Shares redeemed	(10,349)	(27,886)	(623,393)	(1,544,782)
Net increase (decrease)	(3,557)	(8,060)	$ (214,468)	$ (458,951)
Class K
Shares sold	3,890	10,707	$ 234,363	$ 584,691
Reinvestment of distributions	578	1,121	35,256	61,201
Shares redeemed	(5,719)	(13,867)	(346,035)	(765,259)
Net increase (decrease)	(1,251)	(2,039)	$ (76,416)	$ (119,367)

Semiannual Report

12. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Devonshire Trust and the Shareholders of Fidelity Equity-Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Equity-Income Fund (a fund of Fidelity Devonshire Trust) at July 31, 2014, the results of its operations, the changes in its net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Equity-Income Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2014

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity-Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

At its July 2014 meeting, the Board, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expense ratio relative to peer funds; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale exist and would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders. In connection with separate internal corporate reorganizations involving Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management & Research (Japan) Inc. (FMR Japan), the Board approved certain non-material amendments to the fund's sub-advisory agreements with FMR U.K. and FMR Japan to reflect that, after these reorganizations, FMR Investment Management (UK) Limited and Fidelity Management & Research (Japan) Limited will carry on the business of FMR U.K. and FMR Japan, respectively. The Board noted that no changes to the portfolio managers or to the foreign research or investment advisory services provided to the fund were expected in connection with either reorganization and that the same personnel and resources would continue to be available to the fund at the new entities.

Semiannual Report

In considering whether to renew the Advisory Contracts for the fund, the Board reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts was in the best interests of the fund and its shareholders and that the compensation payable under the Advisory Contracts was fair and reasonable. The Board's decision to renew the Advisory Contracts was not based on any single factor, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, was aware that shareholders of the fund have a broad range of investment choices available to them, including a wide choice among funds offered by Fidelity's competitors, and that the fund's shareholders, who have the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, which is part of the Fidelity family of funds.

Nature, Extent, and Quality of Services Provided. The Board considered Fidelity's staffing as it relates to the fund, including the backgrounds of investment personnel of FMR and the sub-advisers (together, the Investment Advisers), and also considered the fund's investment objective, strategies, and related investment philosophy. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives to act in the best interests of the fund. Additionally, the Board considered the portfolio managers' investments, if any, in the funds that they manage.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Semiannual Report

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions and its performance history. The Board noted that there was a portfolio management change for a sleeve of the fund in October 2011.

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income Fund

quk983869

The Board has discussed the fund's underperformance with FMR and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Competitiveness of Management Fee and Total Expense Ratio. The Board considered the fund's management fee and total expense ratio compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable investment mandates. Combining Lipper investment objective categories aids the Board's management fee and total expense ratio comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group is broader than the Lipper peer group used by the Board for performance comparisons because the Total Mapped Group combines several Lipper investment objective categories while the Lipper peer group does not. The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked, is also included in the chart and considered by the Board.

Semiannual Report

Fidelity Equity-Income Fund

quk983871

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

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Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, Fidelity presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the books and records of Fidelity on which Fidelity's audited financial statements are based. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Semiannual Report

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and was satisfied that the profitability was not excessive in the circumstances.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that the fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total group assets increase, and for higher group fee rates as total group assets decrease (with "group assets" defined to include fund assets under FMR's management plus sector fund assets previously under FMR's management and currently managed by Fidelity SelectCo, LLC). FMR calculates the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total Fidelity fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will benefit from lower management fees as group assets increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

EQU-K-USAN-0914
1.863287.105

Fidelity®

Equity-Income

Fund

Semiannual Report

July 31, 2014

(Fidelity Cover Art)

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	(Click Here)
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2014	Ending Account Value July 31, 2014	Expenses Paid During Period* February 1, 2014 to July 31, 2014
Equity-Income	.63%
Actual		$ 1,000.00	$ 1,095.40	$ 3.27
Hypothetical^A		$ 1,000.00	$ 1,021.67	$ 3.16
Class K	.52%
Actual		$ 1,000.00	$ 1,096.00	$ 2.70
Hypothetical^A		$ 1,000.00	$ 1,022.22	$ 2.61

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
JPMorgan Chase & Co.	4.1	3.9
Chevron Corp.	3.0	2.7
Cisco Systems, Inc.	2.5	2.3
General Electric Co.	2.2	2.3
MetLife, Inc.	2.0	2.1
Johnson & Johnson	2.0	1.8
Procter & Gamble Co.	1.9	2.0
IBM Corp.	1.9	1.7
Verizon Communications, Inc.	1.8	1.7
Wells Fargo & Co.	1.7	1.5
	23.1
Top Five Market Sectors as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	24.3	21.5
Energy	15.4	13.5
Information Technology	12.7	11.5
Consumer Staples	10.4	10.6
Health Care	9.0	11.8

Asset Allocation (% of fund's net assets)
As of July 31, 2014*			As of January 31, 2014**
	Stocks 91.1%			Stocks 92.0%
	Bonds 0.2%			Bonds 0.1%
	Convertible Securities 4.4%			Convertible Securities 4.3%
	Other Investments 0.6%			Other Investments 0.4%
	Short-Term Investments and Net Other Assets (Liabilities) 3.7%			Short-Term Investments and Net Other Assets (Liabilities) 3.2%
* Foreign investments		12.7%	** Foreign investments		13.8%
* Written Options		0.0%	** Written Options		(0.1)%

equ1126217

Semiannual Report

Investments July 31, 2014

Showing Percentage of Net Assets

Common Stocks - 90.8%
	Shares		Value (000s)
CONSUMER DISCRETIONARY - 6.9%
Auto Components - 0.2%
Gentex Corp.	724,673		$ 20,943
Diversified Consumer Services - 0.1%
H&R Block, Inc.	402,200		12,923
Hotels, Restaurants & Leisure - 1.9%
Darden Restaurants, Inc.	948,800		44,356
McDonald's Corp.	914,387		86,464
Texas Roadhouse, Inc. Class A	810,467		20,164
Yum! Brands, Inc.	572,479		39,730
			190,714
Household Durables - 0.1%
Coway Co. Ltd.	67,927		5,854
Media - 1.9%
Atresmedia Corporacion de Medios de Comunicacion SA	406,964		5,989
Comcast Corp. Class A	2,699,079		145,022
Sinclair Broadcast Group, Inc. Class A	1,060,283		34,258
			185,269
Multiline Retail - 1.8%
Kohl's Corp.	1,034,024		55,362
Target Corp.	2,024,009		120,611
			175,973
Specialty Retail - 0.9%
Abercrombie & Fitch Co. Class A	396,807		15,610
Dunelm Group PLC	610,700		8,573
Foot Locker, Inc.	505,635		24,033
Lewis Group Ltd.	972,000		5,757
PetSmart, Inc.	238,500		16,251
Staples, Inc.	1,407,404		16,312
			86,536
TOTAL CONSUMER DISCRETIONARY			678,212
CONSUMER STAPLES - 10.2%
Beverages - 1.9%
Molson Coors Brewing Co. Class B	614,395		41,490
PepsiCo, Inc.	427,109		37,628
The Coca-Cola Co.	2,744,903		107,847
			186,965
Food & Staples Retailing - 1.6%
CVS Caremark Corp.	698,400		53,330
Common Stocks - continued
	Shares		Value (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - continued
Rami Levi Chain Stores Hashikma Marketing 2006 Ltd.	190,904		$ 9,473
Tesco PLC	960,100		4,166
Wal-Mart Stores, Inc.	589,791		43,397
Walgreen Co.	623,620		42,886
			153,252
Food Products - 1.0%
B&G Foods, Inc. Class A	264,967		7,438
Hilton Food Group PLC	2,686,432		21,510
Kellogg Co.	1,079,391		64,580
			93,528
Household Products - 1.9%
Procter & Gamble Co.	2,470,597		191,027
Tobacco - 3.8%
Altria Group, Inc. (i)	2,509,958		101,904
British American Tobacco PLC:
(United Kingdom)	344,100		20,158
sponsored ADR	343,572		40,335
Japan Tobacco, Inc.	690,100		24,269
Lorillard, Inc.	1,646,471		99,579
Philip Morris International, Inc.	608,878		49,934
Reynolds American, Inc.	671,041		37,478
			373,657
TOTAL CONSUMER STAPLES			998,429
ENERGY - 14.4%
Energy Equipment & Services - 1.6%
Ensco PLC Class A	730,606		37,005
National Oilwell Varco, Inc.	535,524		43,399
Noble Corp.	1,163,563		36,501
Schlumberger Ltd.	398,143		43,155
			160,060
Oil, Gas & Consumable Fuels - 12.8%
Access Midstream Partners LP	338,172		20,365
Anadarko Petroleum Corp.	464,432		49,625
Apache Corp.	808,201		82,970
Cameco Corp.	693,200		13,974
Canadian Natural Resources Ltd.	1,356,900		59,149
Chevron Corp.	2,284,072		295,193
Common Stocks - continued
	Shares		Value (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
ConocoPhillips Co.	220,400		$ 18,183
CONSOL Energy, Inc.	945,434		36,702
EV Energy Partners LP	745,974		27,347
Exxon Mobil Corp.	1,687,896		167,000
Foresight Energy LP	348,200		6,717
Holly Energy Partners LP	438,344		14,777
HollyFrontier Corp.	220,732		10,377
Imperial Oil Ltd.	480,400		24,651
Legacy Reserves LP	438,900		12,820
Markwest Energy Partners LP	978,177		68,277
Occidental Petroleum Corp.	577,849		56,462
Royal Dutch Shell PLC Class A sponsored ADR	525,313		42,986
Scorpio Tankers, Inc.	476,084		4,470
Suncor Energy, Inc.	1,826,600		75,001
The Williams Companies, Inc.	2,625,743		148,696
Williams Partners LP	232,900		11,794
			1,247,536
TOTAL ENERGY			1,407,596
FINANCIALS - 23.1%
Banks - 10.1%
Bank of America Corp.	1,007,400		15,363
CIT Group, Inc.	271,200		13,319
Citigroup, Inc.	1,291,800		63,182
Comerica, Inc.	350,272		17,605
FirstMerit Corp.	630,526		11,097
JPMorgan Chase & Co.	6,978,382		402,439
Lakeland Financial Corp.	224,700		8,177
M&T Bank Corp.	732,678		89,020
National Penn Bancshares, Inc.	408,962		4,212
Nordea Bank AB	1,422,800		19,141
PNC Financial Services Group, Inc.	264,000		21,796
Standard Chartered PLC (United Kingdom)	1,534,758		31,923
Svenska Handelsbanken AB (A Shares)	486,400		23,530
U.S. Bancorp	2,115,322		88,907
Valley National Bancorp (e)	852,100		8,163
Wells Fargo & Co.	3,293,050		167,616
			985,490
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Capital Markets - 5.3%
Apollo Global Management LLC Class A	604,060		$ 15,863
Apollo Investment Corp.	3,519,973		29,885
Ares Capital Corp.	1,210,774		20,232
Ares Management LP	432,300		8,400
Ashmore Group PLC	2,291,653		13,727
AURELIUS AG	259,590		9,177
BlackRock, Inc. Class A (i)	84,923		25,879
Carlyle Group LP	434,200		14,494
Charles Schwab Corp.	732,028		20,314
Greenhill & Co., Inc.	209,583		9,593
Invesco Ltd.	532,400		20,034
KKR & Co. LP	6,344,665		145,420
Morgan Stanley	1,433,231		46,351
State Street Corp.	585,899		41,271
The Blackstone Group LP	3,129,732		102,280
			522,920
Diversified Financial Services - 0.7%
Berkshire Hathaway, Inc. Class B (a)	355,792		44,627
McGraw Hill Financial, Inc.	155,800		12,498
TPG Specialty Lending, Inc.	488,400		9,460
			66,585
Insurance - 4.5%
ACE Ltd.	757,027		75,778
Allied World Assurance Co. Holdings Ltd.	191,700		6,903
Brasil Insurance Participacoes e Administracao SA	2,031,455		8,381
esure Group PLC	2,294,900		10,019
FBD Holdings PLC	379,803		7,273
MetLife, Inc.	3,773,238		198,472
Prudential Financial, Inc. (i)	434,277		37,769
The Chubb Corp.	606,863		52,621
The Travelers Companies, Inc.	513,700		46,007
			443,223
Real Estate Investment Trusts - 2.4%
American Capital Agency Corp.	1,624,263		37,553
American Homes 4 Rent (g)	400,011		7,288
American Tower Corp.	136,900		12,922
Annaly Capital Management, Inc.	3,032,613		33,662
CBL & Associates Properties, Inc.	1,043,000		19,504
Coresite Realty Corp.	387,764		12,664
First Potomac Realty Trust	1,796,025		23,690
Common Stocks - continued
	Shares		Value (000s)
FINANCIALS - continued
Real Estate Investment Trusts - continued
Home Properties, Inc.	508,415		$ 33,449
Piedmont Office Realty Trust, Inc. Class A	587,100		11,419
Retail Properties America, Inc.	1,062,571		15,992
Two Harbors Investment Corp.	1,664,878		17,032
Ventas, Inc.	161,403		10,249
			235,424
Thrifts & Mortgage Finance - 0.1%
Radian Group, Inc.	478,445		6,057
TOTAL FINANCIALS			2,259,699
HEALTH CARE - 8.1%
Biotechnology - 0.7%
Amgen, Inc.	490,109		62,435
Grifols SA ADR	195,744		7,178
			69,613
Health Care Equipment & Supplies - 0.9%
Baxter International, Inc.	340,200		25,410
Covidien PLC	268,900		23,263
DENTSPLY International, Inc.	293,900		13,643
Meridian Bioscience, Inc.	500,622		9,867
St. Jude Medical, Inc.	153,377		9,999
			82,182
Health Care Providers & Services - 0.8%
Aetna, Inc.	94,728		7,344
Quest Diagnostics, Inc.	374,872		22,905
UnitedHealth Group, Inc.	639,820		51,857
			82,106
Pharmaceuticals - 5.7%
AbbVie, Inc.	179,544		9,397
Astellas Pharma, Inc.	2,327,800		31,566
AstraZeneca PLC sponsored ADR	611,900		44,540
Johnson & Johnson	1,934,448		193,619
Merck & Co., Inc.	1,960,994		111,267
Pfizer, Inc.	3,236,379		92,884
Common Stocks - continued
	Shares		Value (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Sanofi SA	272,689		$ 28,630
Teva Pharmaceutical Industries Ltd. sponsored ADR	884,980		47,346
			559,249
TOTAL HEALTH CARE			793,150
INDUSTRIALS - 8.3%
Aerospace & Defense - 0.9%
United Technologies Corp.	801,720		84,301
Air Freight & Logistics - 2.0%
C.H. Robinson Worldwide, Inc.	518,456		34,975
PostNL NV (a)	3,450,200		17,274
United Parcel Service, Inc. Class B	1,485,873		144,263
			196,512
Airlines - 0.1%
Copa Holdings SA Class A	32,400		4,921
Commercial Services & Supplies - 1.4%
Intrum Justitia AB	1,004,655		30,803
KAR Auction Services, Inc.	737,000		21,601
Republic Services, Inc.	2,254,367		85,508
			137,912
Construction & Engineering - 0.0%
MasTec, Inc. (a)	107,449		2,922
Electrical Equipment - 0.4%
Eaton Corp. PLC	203,300		13,808
Emerson Electric Co.	290,487		18,489
Hubbell, Inc. Class B	32,528		3,804
			36,101
Industrial Conglomerates - 2.2%
General Electric Co.	8,658,660		217,765
Siemens AG	9		1
			217,766
Machinery - 0.4%
Cummins, Inc.	93,900		13,089
Stanley Black & Decker, Inc.	273,478		23,916
			37,005
Marine - 0.0%
Irish Continental Group PLC unit	100		0*
Common Stocks - continued
	Shares		Value (000s)
INDUSTRIALS - continued
Professional Services - 0.4%
Acacia Research Corp.	787,191		$ 13,429
Bureau Veritas SA	320,327		8,257
Michael Page International PLC	2,755,783		19,890
			41,576
Road & Rail - 0.3%
Union Pacific Corp.	335,552		32,988
Trading Companies & Distributors - 0.2%
Now, Inc.	133,881		4,310
Watsco, Inc.	109,500		9,808
Wolseley PLC	169,350		8,852
			22,970
TOTAL INDUSTRIALS			814,974
INFORMATION TECHNOLOGY - 11.9%
Communications Equipment - 2.9%
Cisco Systems, Inc.	9,817,586		247,698
QUALCOMM, Inc.	493,316		36,357
			284,055
Electronic Equipment & Components - 0.4%
Hitachi Ltd.	1,939,000		15,029
TE Connectivity Ltd.	310,632		19,225
			34,254
Internet Software & Services - 0.4%
Yahoo!, Inc. (a)	1,040,700		37,267
IT Services - 3.5%
Accenture PLC Class A	309,158		24,510
IBM Corp.	954,834		183,013
Paychex, Inc.	2,884,057		118,275
Xerox Corp.	1,537,007		20,381
			346,179
Semiconductors & Semiconductor Equipment - 2.0%
Applied Materials, Inc.	3,211,382		67,311
Broadcom Corp. Class A	2,730,229		104,459
MediaTek, Inc.	735,000		11,348
Taiwan Semiconductor Manufacturing Co. Ltd.	2,523,000		10,091
			193,209
Software - 1.7%
CA Technologies, Inc.	874,200		25,247
Common Stocks - continued
	Shares		Value (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Exact Holdings NV	323,315		$ 13,464
Microsoft Corp.	2,972,316		128,285
			166,996
Technology Hardware, Storage & Peripherals - 1.0%
Apple, Inc.	400,393		38,266
EMC Corp.	815,562		23,896
First Data Holdings, Inc. Class B (l)	9,280,230		37,121
			99,283
TOTAL INFORMATION TECHNOLOGY			1,161,243
MATERIALS - 1.2%
Chemicals - 0.3%
Potash Corp. of Saskatchewan, Inc.	373,900		13,274
Tronox Ltd. Class A	486,235		12,905
Westlake Chem Partners LP (a)	18,500		561
			26,740
Metals & Mining - 0.9%
Commercial Metals Co.	983,766		16,960
Freeport-McMoRan Copper & Gold, Inc.	1,749,892		65,131
Goldcorp, Inc.	51,000		1,397
SunCoke Energy Partners LP	151,433		4,761
			88,249
TOTAL MATERIALS			114,989
TELECOMMUNICATION SERVICES - 3.7%
Diversified Telecommunication Services - 3.0%
AT&T, Inc.	2,567,089		91,363
Verizon Communications, Inc.	3,580,600		180,534
Verizon Communications, Inc. CDI	486,649		24,843
			296,740
Wireless Telecommunication Services - 0.7%
Safaricom Ltd.	17,359,000		2,412
Vodafone Group PLC	18,324,431		61,022
			63,434
TOTAL TELECOMMUNICATION SERVICES			360,174
Common Stocks - continued
	Shares		Value (000s)
UTILITIES - 3.0%
Electric Utilities - 3.0%
American Electric Power Co., Inc.	1,205,982		$ 62,699
Exelon Corp.	758,700		23,580
Hawaiian Electric Industries, Inc. (e)	829,915		19,603
Pinnacle West Capital Corp.	158,100		8,457
PPL Corp.	1,688,486		55,703
Southern Co.	2,119,077		91,735
Xcel Energy, Inc.	999,035		30,770
			292,547
Independent Power and Renewable Electricity Producers - 0.0%
NextEra Energy Partners LP	46,600		1,586
TOTAL UTILITIES			294,133
TOTAL COMMON STOCKS (Cost $7,156,145)		8,882,599
Preferred Stocks - 1.4%

Convertible Preferred Stocks - 1.1%
CONSUMER STAPLES - 0.1%
Food Products - 0.1%
Post Holdings, Inc. 5.25% (a)	52,900		5,183
FINANCIALS - 0.3%
Real Estate Investment Trusts - 0.3%
American Tower Corp. Series A, 5.25%	49,000		5,407
Crown Castle International Corp. Series A, 4.50%	168,900		16,866
Weyerhaeuser Co. Series A, 6.375%	166,500		8,996
			31,269
HEALTH CARE - 0.1%
Health Care Equipment & Supplies - 0.1%
Alere, Inc. 3.00%	44,000		14,646
INDUSTRIALS - 0.1%
Aerospace & Defense - 0.1%
United Technologies Corp. 7.50%	123,200		7,308
Preferred Stocks - continued
	Shares		Value (000s)
Convertible Preferred Stocks - continued
UTILITIES - 0.5%
Electric Utilities - 0.2%
NextEra Energy, Inc.:
5.889%	74,849		$ 4,510
Series E, 5.599%	233,300		14,460
			18,970
Multi-Utilities - 0.3%
CenterPoint Energy, Inc. 2.00% ZENS	173,400		11,055
Dominion Resources, Inc.:
6.375% (a)	200,000		10,140
Series B, 6.00%	148,000		8,202
			29,397
TOTAL UTILITIES			48,367
TOTAL CONVERTIBLE PREFERRED STOCKS			106,773
Nonconvertible Preferred Stocks - 0.3%
FINANCIALS - 0.3%
Consumer Finance - 0.3%
Ally Financial, Inc.:
7.00% (g)	26,720		26,586
Series A, 8.50%	233,580		6,337
			32,923
TOTAL PREFERRED STOCKS (Cost $123,129)		139,696

Corporate Bonds - 3.5%
		Principal Amount (000s) (d)
Convertible Bonds - 3.3%
CONSUMER DISCRETIONARY - 0.3%
Automobiles - 0.2%
Ford Motor Co. 4.25% 11/15/16		$ 3,130		6,217
Volkswagen International Finance NV 5.5% 11/9/15 (g)	EUR	9,200		13,400
				19,617
Diversified Consumer Services - 0.0%
Carriage Services, Inc. 2.75% 3/15/21 (g)		3,900		3,946
Corporate Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
Convertible Bonds - continued
CONSUMER DISCRETIONARY - continued
Media - 0.1%
Liberty Media Corp. 3.5% 1/15/31		$ 6,195		$ 5,896
TOTAL CONSUMER DISCRETIONARY				29,459
CONSUMER STAPLES - 0.1%
Tobacco - 0.1%
Vector Group Ltd. 2.5% 1/15/19 (j)		6,960		9,328
ENERGY - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
Amyris, Inc. 3% 2/27/17		2,101		1,751
BPZ Energy, Inc. 8.5% 10/1/17		4,130		4,486
Chesapeake Energy Corp. 2.5% 5/15/37		13,845		14,588
Clean Energy Fuels Corp. 5.25% 10/1/18 (g)		5,260		4,961
Scorpio Tankers, Inc. 2.375% 7/1/19 (g)		7,880		8,027
Ship Finance International Ltd. 3.25% 2/1/18		10,930		12,220
				46,033
FINANCIALS - 0.5%
Capital Markets - 0.2%
Ares Capital Corp. 5.75% 2/1/16		11,500		12,234
Insurance - 0.1%
Fidelity National Financial, Inc. 4.25% 8/15/18		7,160		11,581
Thrifts & Mortgage Finance - 0.2%
MGIC Investment Corp. 9% 4/1/63 (g)		17,382		21,072
TOTAL FINANCIALS				44,887
HEALTH CARE - 0.8%
Biotechnology - 0.0%
Gilead Sciences, Inc. 1.625% 5/1/16		950		3,819
Health Care Equipment & Supplies - 0.1%
Teleflex, Inc. 3.875% 8/1/17		4,630		8,274
Health Care Providers & Services - 0.6%
HealthSouth Corp. 2% 12/1/43		15,074		17,062
Molina Healthcare, Inc. 1.125% 1/15/20		6,130		7,207
WellPoint, Inc. 2.75% 10/15/42		19,230		30,083
				54,352
Corporate Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
Convertible Bonds - continued
HEALTH CARE - continued
Pharmaceuticals - 0.1%
Theravance, Inc. 2.125% 1/15/23		$ 11,920		$ 12,640
TOTAL HEALTH CARE				79,085
INDUSTRIALS - 0.2%
Construction & Engineering - 0.1%
Layne Christensen Co. 4.25% 11/15/18 (g)		4,160		3,445
MasTec, Inc. 4.25% 12/15/14		3,365		5,939
				9,384
Machinery - 0.1%
Navistar International Corp. 4.75% 4/15/19 (g)		11,500		11,989
TOTAL INDUSTRIALS				21,373
INFORMATION TECHNOLOGY - 0.8%
Communications Equipment - 0.2%
InterDigital, Inc. 2.5% 3/15/16		18,230		19,530
Liberty Interactive LLC 0.75% 3/30/43		4,710		6,488
				26,018
Semiconductors & Semiconductor Equipment - 0.4%
Canadian Solar, Inc. 4.25% 2/15/19 (g)		7,620		7,353
GT Advanced Technologies, Inc.:
3% 10/1/17		13,510		25,981
3% 12/15/20		3,900		5,431
				38,765
Software - 0.2%
TiVo, Inc. 4% 3/15/16 (g)		12,450		16,937
TOTAL INFORMATION TECHNOLOGY				81,720
UTILITIES - 0.1%
Electric Utilities - 0.1%
NRG Yield, Inc. 3.5% 2/1/19 (g)		9,720		11,737
TOTAL CONVERTIBLE BONDS				323,622
Corporate Bonds - continued
		Principal Amount (000s) (d)		Value (000s)
Nonconvertible Bonds - 0.2%
INDUSTRIALS - 0.1%
Commercial Services & Supplies - 0.1%
APX Group, Inc.:
6.375% 12/1/19		$ 3,915		$ 3,915
8.75% 12/1/20		11,490		11,203
				15,118
MATERIALS - 0.1%
Metals & Mining - 0.1%
JMC Steel Group, Inc. 8.25% 3/15/18 (g)		5,705		5,648
Walter Energy, Inc. 8.5% 4/15/21		7,720		3,706
				9,354
TOTAL NONCONVERTIBLE BONDS				24,472
TOTAL CORPORATE BONDS (Cost $315,588)			348,094
Preferred Securities - 0.1%

FINANCIALS - 0.1%
Diversified Financial Services - 0.1%

Baggot Securities Ltd. 10.24% (g)(h)

(Cost $6,128)

EUR

3,990

6,027

Other - 0.5%

Energy - 0.5%
Oil, Gas & Consumable Fuels - 0.5%
EQTY ER Holdings, LLC 12% 1/28/18 (f)(k)(l)	22,667	22,667
	Shares
EQTY ER Holdings, LLC (f)(k)(l)	11,333,334	30,172
TOTAL OTHER (Cost $34,020)		52,839

Money Market Funds - 4.0%
	Shares		Value (000s)
Fidelity Cash Central Fund, 0.11% (b)	382,690,979		$ 382,691
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	6,949,650		6,950
TOTAL MONEY MARKET FUNDS (Cost $389,641)		389,641
TOTAL INVESTMENT PORTFOLIO - 100.3% (Cost $8,024,651)			9,818,896
NET OTHER ASSETS (LIABILITIES) - (0.3)%			(33,695)
NET ASSETS - 100%		$ 9,785,201

Written Options
	Expiration Date/Exercise Price	Number of Contracts	Premium (000s)	Value (000s)
Call Options
Altria Group, Inc.	9/20/14 - $43.00	13,067	$ 707	$ (203)
BlackRock, Inc. Class A	10/18/14 - $320.00	697	605	(376)
Prudential Financial, Inc.	9/20/14 - $95.00	2,171	320	(107)
TOTAL WRITTEN OPTIONS			$ 1,632	$ (686)

Currency Abbreviations
EUR	-	European Monetary Unit

Legend

(a) Non-income producing

(b) Affiliated fund that is generally available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request. In addition, each Fidelity Central Fund's financial statements, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC's website or upon request.

(d) Amount is stated in United States dollars unless otherwise noted.

(e) Security or a portion of the security is on loan at period end.

(f) Affiliated company

(h) Security is perpetual in nature with no stated maturity date.

(i) Security or a portion of the security is pledged as collateral for call options written. At period end, the value of securities pledged amounted to $93,173,000.

(j) Coupon rates for floating and adjustable rate securities reflect the rates in effect at period end.

(k) Investments represent a non-operating interest in oil and gas wells through an entity owned by the Fund that is treated as a corporation for U.S. tax purposes.

Additional information on each restricted holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
EQTY ER Holdings, LLC 12% 1/28/18	1/29/13	$ 22,667
EQTY ER Holdings, LLC	1/29/13	$ 11,333
First Data Holdings, Inc. Class B	6/26/14	$ 37,121

* Amount represents less than $1,000.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned (Amounts in thousands)
Fidelity Cash Central Fund	$ 146
Fidelity Securities Lending Cash Central Fund	303
Total	$ 449

Other Affiliated Issuers

Affiliate (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
EQTY ER Holdings, LLC 12% 1/28/18	$ 22,667	$ -	$ -	$ -	$ 22,667
EQTY ER Holdings, LLC	10,312	-	-	-	30,172
Total	$ 32,979	$ -	$ -	$ -	$ 52,839

Other Information

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities:
Equities:
Consumer Discretionary	$ 678,212	$ 672,358	$ 5,854	$ -
Consumer Staples	1,003,612	955,019	48,593	-
Energy	1,407,596	1,407,596	-	-
Financials	2,323,891	2,271,443	52,448	-
Health Care	807,796	747,600	60,196	-
Industrials	822,282	822,281	1	-
Information Technology	1,161,243	1,087,654	36,468	37,121
Materials	114,989	114,989	-	-
Telecommunication Services	360,174	299,152	61,022	-
Utilities	342,500	312,475	30,025	-
Corporate Bonds	348,094	-	348,094	-
Preferred Securities	6,027	-	6,027	-
Other/Energy	52,839	-	52,839	-
Money Market Funds	389,641	389,641	-	-
Total Investments in Securities:	$ 9,818,896	$ 9,080,208	$ 701,567	$ 37,121
Derivative Instruments:
Liabilities
Written Options	$ (686)	$ (686)	$ -	$ -

Value of Derivative Instruments

Primary Risk Exposure / Derivative Type	Value (Amounts in thousands)
	Asset	Liability
Equity Risk
Written Options (a)	$ -	$ (686)
Total Value of Derivatives	$ -	$ (686)

(a) Gross value is presented in the Statement of Assets and Liabilities in the written options, at value line-item.

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America	87.3%
United Kingdom	3.9%
Canada	2.1%
Switzerland	1.1%
Others (Individually Less Than 1%)	5.6%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	July 31, 2014

Assets
Investment in securities, at value (including securities loaned of $6,680) - See accompanying schedule: Unaffiliated issuers (cost $7,600,990)	$ 9,376,416
Fidelity Central Funds (cost $389,641)	389,641
Other affiliated issuers (cost $34,020)	52,839
Total Investments (cost $8,024,651)		$ 9,818,896
Foreign currency held at value (cost $335)		335
Receivable for investments sold		5,158
Receivable for fund shares sold		3,335
Dividends receivable		21,229
Interest receivable		3,523
Distributions receivable from Fidelity Central Funds		49
Receivable from investment adviser for expense reductions		4
Other receivables		1,878
Total assets		9,854,407

Liabilities
Payable for investments purchased	$ 34,530
Payable for fund shares redeemed	14,338
Accrued management fee	3,770
Written options, at value (premium received $1,632)	686
Other affiliated payables	1,211
Other payables and accrued expenses	1,014
Deferred Taxes	6,707
Collateral on securities loaned, at value	6,950
Total liabilities		69,206

Net Assets		$ 9,785,201
Net Assets consist of:
Paid in capital		$ 7,652,246
Undistributed net investment income		37,328
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		307,164
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,788,463
Net Assets		$ 9,785,201

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	July 31, 2014

Equity-Income: Net Asset Value, offering price and redemption price per share ($7,179,970 ÷ 117,124 shares)		$ 61.30

Class K: Net Asset Value, offering price and redemption price per share ($2,605,231 ÷ 42,511 shares)		$ 61.28

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended July 31, 2014

Investment Income
Dividends		$ 156,821
Special dividends		32,183
Interest		5,772
Income from Fidelity Central Funds		449
Total income		195,225

Expenses
Management fee	$ 22,022
Transfer agent fees	6,409
Accounting and security lending fees	641
Custodian fees and expenses	114
Independent trustees' compensation	20
Appreciation in deferred trustee compensation account	1
Registration fees	59
Audit	69
Legal	19
Miscellaneous	47
Total expenses before reductions	29,401
Expense reductions	(147)	29,254
Net investment income (loss)		165,971
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	319,970
Foreign currency transactions	71
Written options	7,085
Total net realized gain (loss)		327,126
Change in net unrealized appreciation (depreciation) on: Investment securities	389,147
Assets and liabilities in foreign currencies	271
Written options	843
Total change in net unrealized appreciation (depreciation)		390,261
Net gain (loss)		717,387
Net increase (decrease) in net assets resulting from operations		$ 883,358

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended July 31, 2014	Year ended January 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 165,971	$ 220,240
Net realized gain (loss)	327,126	1,036,639
Change in net unrealized appreciation (depreciation)	390,261	189,172
Net increase (decrease) in net assets resulting from operations	883,358	1,446,051
Distributions to shareholders from net investment income	(128,929)	(223,502)
Share transactions - net increase (decrease)	(290,884)	(578,318)
Total increase (decrease) in net assets	463,545	644,231

Net Assets
Beginning of period	9,321,656	8,677,425
End of period (including undistributed net investment income of $37,328 and undistributed net investment income of $286, respectively)	$ 9,785,201	$ 9,321,656

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Equity-Income

	Six months ended July 31,	Years ended January 31,
	2014	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 56.69	$ 49.72	$ 42.77	$ 45.57	$ 37.93	$ 27.48
Income from Investment Operations
Net investment income (loss)^D	1.01^G	1.26	1.32	.89	.66	.63
Net realized and unrealized gain (loss)	4.39	6.99	6.95	(2.80)	7.72	10.51
Total from investment operations	5.40	8.25	8.27	(1.91)	8.38	11.14
Distributions from net investment income	(.79)	(1.28)	(1.32)	(.89)	(.74)	(.69)
Net asset value, end of period	$ 61.30	$ 56.69	$ 49.72	$ 42.77	$ 45.57	$ 37.93
Total Return^{B, C}	9.54%	16.72%	19.63%	(4.15)%	22.32%	41.02%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.63%^A	.64%	.67%	.68%	.69%	.74%
Expenses net of fee waivers, if any	.63%^A	.64%	.67%	.68%	.69%	.74%
Expenses net of all reductions	.63%^A	.64%	.66%	.67%	.68%	.74%
Net investment income (loss)	3.36%^{A, G}	2.30%	2.89%	2.04%	1.62%	1.87%
Supplemental Data
Net assets, end of period (in millions)	$ 7,180	$ 6,842	$ 6,401	$ 6,844	$ 10,049	$ 15,061
Portfolio turnover rate^F	33%^A	43%	43%	80%	28%	30%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class K

	Six months ended July 31,	Years ended January 31,
	2014	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 56.67	$ 49.70	$ 42.76	$ 45.56	$ 37.93	$ 27.48
Income from Investment Operations
Net investment income (loss)^D	1.05^G	1.33	1.38	.95	.72	.72
Net realized and unrealized gain (loss)	4.38	6.99	6.95	(2.79)	7.72	10.48
Total from investment operations	5.43	8.32	8.33	(1.84)	8.44	11.20
Distributions from net investment income	(.82)	(1.35)	(1.39)	(.96)	(.81)	(.75)
Net asset value, end of period	$ 61.28	$ 56.67	$ 49.70	$ 42.76	$ 45.56	$ 37.93
Total Return^{B, C}	9.60%	16.87%	19.78%	(4.00)%	22.50%	41.30%
Ratios to Average Net Assets^{E, H}
Expenses before reductions	.52%^A	.52%	.53%	.53%	.53%	.54%
Expenses net of fee waivers, if any	.52%^A	.52%	.53%	.53%	.53%	.54%
Expenses net of all reductions	.51%^A	.52%	.52%	.52%	.53%	.54%
Net investment income (loss)	3.48%^{A, G}	2.42%	3.03%	2.19%	1.78%	2.07%
Supplemental Data
Net assets, end of period (in millions)	$ 2,605	$ 2,480	$ 2,276	$ 2,106	$ 2,559	$ 2,017
Portfolio turnover rate^F	33%^A	43%	43%	80%	28%	30%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown.

^D Calculated based on average shares outstanding during the period.

^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2014

(Amounts in thousands except percentages)

1. Organization.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Valuation - continued

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Semiannual Report

3. Significant Accounting Policies - continued

Investment Valuation - continued

Debt securities, including restricted securities, are valued based on evaluated prices received from third party pricing vendors or from brokers who make markets in such securities. Corporate bonds and preferred securities are valued by pricing vendors who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing vendors. Debt securities are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of July 31, 2014, is included at the end of the Fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

Semiannual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 1,914,993
Gross unrealized depreciation	(135,147)
Net unrealized appreciation (depreciation) on securities	$ 1,779,846

Tax cost	$ 8,039,050

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

3. Significant Accounting Policies - continued

4. Derivative Instruments.

The Fund's use of derivatives increased or decreased its exposure to the following risk:

Equity Risk

Semiannual Report

4. Derivative Instruments - continued

Writing call options tends to decrease exposure to the underlying instrument and risk of loss is the change in value in excess of the premium received.

Any open options at period end are presented in the Schedule of Investments under the caption "Written Options" and are representative of volume of activity during the period.

The following is a summary of the Fund's written options activity:

Written Options	Number of Contracts	Amount of Premiums
Outstanding at beginning of period	64	$ 5,219
Options Opened	125	9,182
Options Exercised	(36)	(4,112)
Options Closed	(67)	(4,589)
Options Expired	(70)	(4,068)
Outstanding at end of period	16	$ 1,632

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $1,578,355 and $1,892,774, respectively.

6. Fees and Other Transactions with Affiliates.

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Equity-Income	$ 5,810	.16
Class K	599	.05
	$ 6,409

* Annualized

Semiannual Report

6. Fees and Other Transactions with Affiliates - continued

Other. During the period, the investment adviser reimbursed the Fund for certain losses in the amount of $25.

7. Committed Line of Credit.

8. Security Lending.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except percentages)

8. Security Lending - continued

as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $303, including $2 from securities loaned to FCM.

9. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $20.

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2014	Year ended January 31, 2014
From net investment income
Equity-Income	$ 93,673	$ 162,301
Class K	35,256	61,201
Total	$ 128,929	$ 223,502

11. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2014	Year ended January 31, 2014	Six months ended July 31, 2014	Year ended January 31, 2014
Equity-Income
Shares sold	5,334	17,005	$ 320,044	$ 931,713
Reinvestment of distributions	1,458	2,821	88,881	154,118
Shares redeemed	(10,349)	(27,886)	(623,393)	(1,544,782)
Net increase (decrease)	(3,557)	(8,060)	$ (214,468)	$ (458,951)
Class K
Shares sold	3,890	10,707	$ 234,363	$ 584,691
Reinvestment of distributions	578	1,121	35,256	61,201
Shares redeemed	(5,719)	(13,867)	(346,035)	(765,259)
Net increase (decrease)	(1,251)	(2,039)	$ (76,416)	$ (119,367)

Semiannual Report

12. Other.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Devonshire Trust and the Shareholders of Fidelity Equity-Income Fund:

PricewaterhouseCoopers LLP

Boston, Massachusetts

September 12, 2014

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Equity-Income Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Semiannual Report

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Equity-Income Fund

equ1126219

The Board has discussed the fund's underperformance with FMR and has engaged with FMR to consider what steps might be taken to remediate the fund's underperformance.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Semiannual Report

Fidelity Equity-Income Fund

equ1126221

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

The Board noted that the total expense ratio of each class ranked below its competitive median for 2013.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Semiannual Report

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Japan) Inc.

Fidelity Management & Research
(Hong Kong) Limited

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Northern Trust Company
Chicago, IL

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) equ1126223
1-800-544-5555

Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
245 Summer St., Boston, MA 02210
www.fidelity.com

EQU-USAN-0914
1.789291.111

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Mid Cap Value

Fund - Institutional Class

Semiannual Report

July 31, 2014

(Fidelity Cover Art)

Institutional Class is a class of
Fidelity® Mid Cap Value Fund

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

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Other third-party marks appearing herein are the property of their respective owners.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, redemption fees and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2014	Ending Account Value July 31, 2014	Expenses Paid During Period* February 1, 2014 to July 31, 2014
Class A	1.12%
Actual		$ 1,000.00	$ 1,095.70	$ 5.82
Hypothetical^A		$ 1,000.00	$ 1,019.24	$ 5.61
Class T	1.41%
Actual		$ 1,000.00	$ 1,094.40	$ 7.32
Hypothetical^A		$ 1,000.00	$ 1,017.80	$ 7.05
Class B	1.91%
Actual		$ 1,000.00	$ 1,091.50	$ 9.90
Hypothetical^A		$ 1,000.00	$ 1,015.32	$ 9.54
Class C	1.85%
Actual		$ 1,000.00	$ 1,091.90	$ 9.60
Hypothetical^A		$ 1,000.00	$ 1,015.62	$ 9.25
Mid Cap Value	.78%
Actual		$ 1,000.00	$ 1,098.00	$ 4.06
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91
Institutional Class	.82%
Actual		$ 1,000.00	$ 1,098.00	$ 4.27
Hypothetical^A		$ 1,000.00	$ 1,020.73	$ 4.11

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Allstate Corp.	1.9	1.5
Capital One Financial Corp.	1.8	1.5
Cardinal Health, Inc.	1.8	0.9
CF Industries Holdings, Inc.	1.6	1.4
Equity Lifestyle Properties, Inc.	1.4	1.2
SunTrust Banks, Inc.	1.4	1.0
Tesoro Corp.	1.4	1.0
Parker Hannifin Corp.	1.4	0.1
Amtrust Financial Services, Inc.	1.4	0.8
Total System Services, Inc.	1.4	0.9
	15.5
Top Five Market Sectors as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	32.7	31.7
Information Technology	11.4	11.5
Industrials	9.6	10.7
Health Care	9.5	9.9
Utilities	9.3	10.7

Asset Allocation (% of fund's net assets)
As of July 31, 2014*			As of January 31, 2014**
	Stocks 98.2%			Stocks 98.6%
	Short-Term Investments and Net Other Assets (Liabilities) 1.8%			Short-Term Investments and Net Other Assets (Liabilities) 1.4%
* Foreign investments		13.7%	** Foreign investments		11.4%

cvi125435

Semiannual Report

Investments July 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.2%
	Shares		Value
CONSUMER DISCRETIONARY - 9.1%
Auto Components - 1.7%
Delphi Automotive PLC	298,500		$ 19,939,800
Tenneco, Inc. (a)	159,900		10,185,630
			30,125,430
Hotels, Restaurants & Leisure - 1.2%
Wyndham Worldwide Corp.	289,600		21,879,280
Household Durables - 0.8%
Whirlpool Corp.	101,200		14,435,168
Leisure Products - 0.3%
Arctic Cat, Inc.	164,100		5,841,960
Media - 0.6%
Lamar Advertising Co. Class A (d)	233,700		11,720,055
Multiline Retail - 2.2%
Big Lots, Inc.	348,378		15,241,538
Dillard's, Inc. Class A	75,900		9,048,798
Macy's, Inc.	276,900		16,002,051
			40,292,387
Specialty Retail - 2.3%
AutoZone, Inc. (a)	35,600		18,406,268
GameStop Corp. Class A (d)	387,300		16,254,981
GNC Holdings, Inc.	239,700		7,864,557
			42,525,806
TOTAL CONSUMER DISCRETIONARY			166,820,086
CONSUMER STAPLES - 3.3%
Beverages - 0.8%
Molson Coors Brewing Co. Class B	212,200		14,329,866
Food & Staples Retailing - 1.0%
Kroger Co.	393,400		19,268,732
Food Products - 1.5%
Bunge Ltd.	288,900		22,776,876
The J.M. Smucker Co.	46,000		4,583,440
			27,360,316
TOTAL CONSUMER STAPLES			60,958,914
ENERGY - 6.3%
Energy Equipment & Services - 0.7%
National Oilwell Varco, Inc.	155,100		12,569,304
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - 5.6%
Canadian Natural Resources Ltd.	353,500		$ 15,409,598
Cimarex Energy Co.	146,600		20,380,332
Energen Corp.	108,600		8,865,018
Kinder Morgan Holding Co. LLC	97,900		3,522,442
Marathon Petroleum Corp.	119,300		9,959,164
Tesoro Corp.	418,100		25,729,874
Valero Energy Corp.	94,300		4,790,440
Whiting Petroleum Corp. (a)	148,400		13,131,916
			101,788,784
TOTAL ENERGY			114,358,088
FINANCIALS - 32.7%
Banks - 5.7%
Fifth Third Bancorp	646,957		13,249,679
M&T Bank Corp. (d)	125,100		15,199,650
PNC Financial Services Group, Inc.	155,000		12,796,800
Prosperity Bancshares, Inc.	311,500		18,107,495
SunTrust Banks, Inc.	683,800		26,018,590
U.S. Bancorp	414,500		17,421,435
			102,793,649
Capital Markets - 6.8%
Apollo Global Management LLC Class A	278,200		7,305,532
E*TRADE Financial Corp. (a)	73,400		1,542,868
Fortress Investment Group LLC	1,955,400		14,157,096
Invesco Ltd.	584,800		22,006,024
KKR & Co. LP	749,900		17,187,708
Northern Trust Corp.	212,100		14,187,369
NorthStar Asset Management Group, Inc. (a)	382,450		6,849,680
Raymond James Financial, Inc.	334,100		17,022,395
The Blackstone Group LP	744,500		24,330,260
			124,588,932
Consumer Finance - 3.6%
Capital One Financial Corp.	413,100		32,857,974
Navient Corp.	1,203,200		20,695,040
SLM Corp.	1,339,200		11,865,312
			65,418,326
Insurance - 10.5%
ACE Ltd.	217,700		21,791,770
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Allied World Assurance Co. Holdings Ltd.	336,700		$ 12,124,567
Allstate Corp.	584,500		34,164,025
Amtrust Financial Services, Inc. (d)	590,100		25,161,864
Arthur J. Gallagher & Co.	251,200		11,304,000
Brown & Brown, Inc.	573,900		17,664,642
Everest Re Group Ltd.	99,100		15,450,681
Fidelity National Financial, Inc.	689,700		18,697,767
Fidelity National Financial, Inc.	218,044		3,567,200
Hartford Financial Services Group, Inc.	484,100		16,536,856
MetLife, Inc.	203,200		10,688,320
Protective Life Corp.	66,200		4,592,956
			191,744,648
Real Estate Investment Trusts - 6.1%
American Capital Agency Corp.	1,020,500		23,593,960
Equity Lifestyle Properties, Inc.	598,700		26,516,423
MFA Financial, Inc.	2,695,300		21,939,742
NorthStar Realty Finance Corp.	422,750		6,806,275
RLJ Lodging Trust	640,600		17,962,424
Washington Prime Group, Inc. (a)	771,700		14,577,413
			111,396,237
TOTAL FINANCIALS			595,941,792
HEALTH CARE - 9.5%
Biotechnology - 1.0%
United Therapeutics Corp. (a)	194,100		17,651,454
Health Care Equipment & Supplies - 0.9%
Covidien PLC	191,800		16,592,618
Health Care Providers & Services - 5.4%
Cardinal Health, Inc.	450,200		32,256,830
Cigna Corp.	131,100		11,804,244
DaVita HealthCare Partners, Inc. (a)	252,200		17,764,968
HCA Holdings, Inc. (a)	333,300		21,767,823
Omnicare, Inc.	249,100		15,568,750
			99,162,615
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 2.2%
Actavis PLC (a)	114,300		$ 24,489,918
Teva Pharmaceutical Industries Ltd. sponsored ADR	273,900		14,653,650
			39,143,568
TOTAL HEALTH CARE			172,550,255
INDUSTRIALS - 9.6%
Aerospace & Defense - 2.1%
Esterline Technologies Corp. (a)	112,000		12,157,600
Meggitt PLC	1,309,800		11,244,640
Triumph Group, Inc.	227,600		14,418,460
			37,820,700
Airlines - 0.4%
American Airlines Group, Inc.	210,400		8,174,040
Construction & Engineering - 1.2%
AECOM Technology Corp. (a)	496,300		16,849,385
URS Corp.	89,800		5,142,846
			21,992,231
Electrical Equipment - 0.8%
EnerSys	224,000		14,208,320
Machinery - 3.2%
Cummins, Inc.	103,400		14,412,926
Parker Hannifin Corp.	220,900		25,392,455
Valmont Industries, Inc. (d)	127,400		18,553,262
			58,358,643
Professional Services - 1.2%
Dun & Bradstreet Corp.	208,000		22,886,240
Trading Companies & Distributors - 0.7%
WESCO International, Inc. (a)	152,900		12,001,121
TOTAL INDUSTRIALS			175,441,295
INFORMATION TECHNOLOGY - 11.4%
Electronic Equipment & Components - 1.7%
Arrow Electronics, Inc. (a)	186,300		10,796,085
Ingram Micro, Inc. Class A (a)	286,000		8,208,200
TE Connectivity Ltd.	189,500		11,728,155
			30,732,440
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - 2.9%
Amdocs Ltd.	421,500		$ 19,110,810
Computer Sciences Corp.	140,200		8,747,078
Total System Services, Inc.	776,000		24,832,000
			52,689,888
Semiconductors & Semiconductor Equipment - 1.7%
Broadcom Corp. Class A	474,000		18,135,240
Marvell Technology Group Ltd.	243,200		3,244,288
Skyworks Solutions, Inc.	64,200		3,258,792
TriQuint Semiconductor, Inc. (a)	340,600		6,123,988
			30,762,308
Software - 2.5%
CA Technologies, Inc.	123,000		3,552,240
Symantec Corp.	921,700		21,807,422
Synopsys, Inc. (a)	547,000		20,660,190
			46,019,852
Technology Hardware, Storage & Peripherals - 2.6%
EMC Corp.	586,900		17,196,170
SanDisk Corp.	191,500		17,562,465
Western Digital Corp.	137,200		13,696,676
			48,455,311
TOTAL INFORMATION TECHNOLOGY			208,659,799
MATERIALS - 7.0%
Chemicals - 4.4%
Agrium, Inc. (d)	241,100		21,979,493
Cabot Corp.	220,200		11,536,278
CF Industries Holdings, Inc.	118,800		29,740,392
LyondellBasell Industries NV Class A	172,700		18,349,375
			81,605,538
Containers & Packaging - 1.8%
Crown Holdings, Inc. (a)	136,000		6,330,800
Graphic Packaging Holding Co. (a)	1,354,900		16,258,800
Rock-Tenn Co. Class A	98,400		9,783,912
			32,373,512
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - 0.8%
Reliance Steel & Aluminum Co.	151,900		$ 10,367,175
Steel Dynamics, Inc.	178,500		3,785,985
			14,153,160
TOTAL MATERIALS			128,132,210
UTILITIES - 9.3%
Electric Utilities - 5.0%
American Electric Power Co., Inc.	427,200		22,210,128
Edison International	419,800		23,005,040
Exelon Corp.	6,000		186,480
Great Plains Energy, Inc.	750,400		18,602,416
IDACORP, Inc.	275,300		14,742,315
Xcel Energy, Inc.	412,400		12,701,920
			91,448,299
Gas Utilities - 0.3%
Atmos Energy Corp.	111,300		5,378,016
Independent Power Producers & Energy Traders - 0.5%
The AES Corp.	542,200		7,921,542
Multi-Utilities - 3.5%
Ameren Corp.	398,300		15,314,635
CMS Energy Corp.	775,200		22,426,536
DTE Energy Co.	300,300		22,168,146
NiSource, Inc.	114,900		4,329,432
			64,238,749
TOTAL UTILITIES			168,986,606
TOTAL COMMON STOCKS (Cost $1,563,654,764)		1,791,849,045
Money Market Funds - 4.7%
	Shares		Value
Fidelity Cash Central Fund, 0.11% (b)	34,673,354		$ 34,673,354
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	50,614,525		50,614,525
TOTAL MONEY MARKET FUNDS (Cost $85,287,879)		85,287,879
TOTAL INVESTMENT PORTFOLIO - 102.9% (Cost $1,648,942,643)			1,877,136,924
NET OTHER ASSETS (LIABILITIES) - (2.9)%			(52,611,877)
NET ASSETS - 100%		$ 1,824,525,047

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 13,481
Fidelity Securities Lending Cash Central Fund	205,375
Total	$ 218,856

Other Information

All investments are categorized as Level 1 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Investment Valuation section in the accompanying Notes to Financial Statements.

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America	86.3%
Bermuda	3.4%
Switzerland	2.5%
Ireland	2.3%
Canada	2.0%
Bailiwick of Jersey	1.1%
Netherlands	1.0%
Others (Individually Less Than 1%)	1.4%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $48,346,191) - See accompanying schedule: Unaffiliated issuers (cost $1,563,654,764)	$ 1,791,849,045
Fidelity Central Funds (cost $85,287,879)	85,287,879
Total Investments (cost $1,648,942,643)		$ 1,877,136,924
Cash		216,058
Receivable for investments sold		10,590,515
Receivable for fund shares sold		5,844,517
Dividends receivable		1,594,879
Distributions receivable from Fidelity Central Funds		40,723
Receivable from investment adviser for expense reductions		973
Other receivables		9,118
Total assets		1,895,433,707

Liabilities
Payable for investments purchased	$ 16,594,776
Payable for fund shares redeemed	2,385,236
Accrued management fee	884,759
Distribution and service plan fees payable	64,952
Other affiliated payables	321,944
Other payables and accrued expenses	42,468
Collateral on securities loaned, at value	50,614,525
Total liabilities		70,908,660

Net Assets		$ 1,824,525,047
Net Assets consist of:
Paid in capital		$ 1,521,921,351
Undistributed net investment income		12,448,123
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		61,962,882
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		228,192,691
Net Assets		$ 1,824,525,047

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($95,889,750 ÷ 4,104,195 shares)		$ 23.36

Maximum offering price per share (100/94.25 of $23.36)		$ 24.79
Class T: Net Asset Value and redemption price per share ($29,229,862 ÷ 1,257,126 shares)		$ 23.25

Maximum offering price per share (100/96.50 of $23.25)		$ 24.09
Class B: Net Asset Value and offering price per share ($2,280,438 ÷ 99,314 shares)^A		$ 22.96

Class C: Net Asset Value and offering price per share ($39,215,463 ÷ 1,721,361 shares)^A		$ 22.78

Mid Cap Value: Net Asset Value, offering price and redemption price per share ($1,612,133,122 ÷ 68,307,578 shares)		$ 23.60

Institutional Class: Net Asset Value, offering price and redemption price per share ($45,776,412 ÷ 1,950,617 shares)		$ 23.47

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Six months ended July 31, 2014 (Unaudited)

Investment Income
Dividends		$ 19,278,814
Income from Fidelity Central Funds		218,856
Total income		19,497,670

Expenses
Management fee Basic fee	$ 4,670,335
Performance adjustment	22,089
Transfer agent fees	1,579,239
Distribution and service plan fees	336,408
Accounting and security lending fees	266,067
Custodian fees and expenses	23,744
Independent trustees' compensation	3,281
Registration fees	107,814
Audit	26,916
Legal	2,383
Miscellaneous	8,405
Total expenses before reductions	7,046,681
Expense reductions	(14,491)	7,032,190
Net investment income (loss)		12,465,480
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	62,940,442
Foreign currency transactions	11,965
Total net realized gain (loss)		62,952,407
Change in net unrealized appreciation (depreciation) on: Investment securities	77,079,270
Assets and liabilities in foreign currencies	(1,590)
Total change in net unrealized appreciation (depreciation)		77,077,680
Net gain (loss)		140,030,087
Net increase (decrease) in net assets resulting from operations		$ 152,495,567

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended July 31, 2014 (Unaudited)	Year ended January 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,465,480	$ 18,177,978
Net realized gain (loss)	62,952,407	168,887,902
Change in net unrealized appreciation (depreciation)	77,077,680	69,583,401
Net increase (decrease) in net assets resulting from operations	152,495,567	256,649,281
Distributions to shareholders from net investment income	(453,315)	(15,306,348)
Distributions to shareholders from net realized gain	(33,743,985)	(113,515,093)
Total distributions	(34,197,300)	(128,821,441)
Share transactions - net increase (decrease)	155,528,890	735,344,302
Redemption fees	12,231	65,786
Total increase (decrease) in net assets	273,839,388	863,237,928

Net Assets
Beginning of period	1,550,685,659	687,447,731
End of period (including undistributed net investment income of $12,448,123 and undistributed net investment income of $435,958, respectively)	$ 1,824,525,047	$ 1,550,685,659

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.78	$ 19.24	$ 15.87	$ 16.16	$ 12.35	$ 8.53
Income from Investment Operations
Net investment income (loss) ^E	.13	.24	.20	.07	- ^I	.07
Net realized and unrealized gain (loss)	1.93	4.29	3.38	(.29)	3.85	3.84
Total from investment operations	2.06	4.53	3.58	(.22)	3.85	3.91
Distributions from net investment income	-	(.19)	(.21)	(.07)	(.04)	(.09)
Distributions from net realized gain	(.48)	(1.79)	-	-	-	-
Total distributions	(.48)	(1.99)^J	(.21)	(.07)	(.04)	(.09)
Redemption fees added to paid in capital ^{E, I}	-	-	-	-	-	-
Net asset value, end of period	$ 23.36	$ 21.78	$ 19.24	$ 15.87	$ 16.16	$ 12.35
Total Return^{B, C, D}	9.57%	23.69%	22.73%	(1.34)%	31.14%	45.79%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.12% ^A	1.15%	1.15%	1.17%	1.17%	1.21%
Expenses net of fee waivers, if any	1.12% ^A	1.15%	1.15%	1.17%	1.17%	1.21%
Expenses net of all reductions	1.12% ^A	1.14%	1.12%	1.16%	1.17%	1.20%
Net investment income (loss)	1.18% ^A	1.11%	1.15%	.44%	.02%	.62%
Supplemental Data
Net assets, end of period (000 omitted)	$ 95,890	$ 67,826	$ 24,436	$ 19,578	$ 23,608	$ 10,640
Portfolio turnover rate ^G	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Total returns do not include the effect of the sales charges. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share. ^J Total distributions of $1.99 per share is comprised of distributions from net investment income of $.193 and distributions from net realized gain of $1.793 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.70	$ 19.21	$ 15.84	$ 16.14	$ 12.34	$ 8.53
Income from Investment Operations
Net investment income (loss) ^E	.10	.18	.15	.03	(.03)	.04
Net realized and unrealized gain (loss)	1.92	4.27	3.38	(.29)	3.83	3.84
Total from investment operations	2.02	4.45	3.53	(.26)	3.80	3.88
Distributions from net investment income	-	(.17)	(.16)	(.04)	-	(.07)
Distributions from net realized gain	(.47)	(1.79)	-	-	-	-
Total distributions	(.47)	(1.96)	(.16)	(.04)	-	(.07)
Redemption fees added to paid in capital ^{E, I}	-	-	-	-	-	-
Net asset value, end of period	$ 23.25	$ 21.70	$ 19.21	$ 15.84	$ 16.14	$ 12.34
Total Return^{B, C, D}	9.44%	23.32%	22.42%	(1.59)%	30.79%	45.44%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.41% ^A	1.42%	1.42%	1.43%	1.43%	1.47%
Expenses net of fee waivers, if any	1.41% ^A	1.42%	1.42%	1.43%	1.43%	1.47%
Expenses net of all reductions	1.41%^A	1.41%	1.38%	1.42%	1.43%	1.46%
Net investment income (loss)	.89% ^A	.84%	.89%	.18%	(.24)%	.36%
Supplemental Data
Net assets, end of period (000 omitted)	$ 29,230	$ 24,136	$ 8,358	$ 6,823	$ 6,993	$ 4,010
Portfolio turnover rate ^G	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Total returns do not include the effect of the sales charges. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.48	$ 19.03	$ 15.71	$ 16.04	$ 12.32	$ 8.53
Income from Investment Operations
Net investment income (loss) ^E	.04	.07	.07	(.05)	(.10)	(.01)
Net realized and unrealized gain (loss)	1.90	4.22	3.34	(.28)	3.82	3.82
Total from investment operations	1.94	4.29	3.41	(.33)	3.72	3.81
Distributions from net investment income	-	(.05)	(.09)	-	-	(.02)
Distributions from net realized gain	(.46)	(1.79)	-	-	-	-
Total distributions	(.46)	(1.84)	(.09)	-	-	(.02)
Redemption fees added to paid in capital ^{E, I}	-	-	-	-	-	-
Net asset value, end of period	$ 22.96	$ 21.48	$ 19.03	$ 15.71	$ 16.04	$ 12.32
Total Return^{B, C, D}	9.15%	22.70%	21.79%	(2.06)%	30.19%	44.61%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.91% ^A	1.91%	1.91%	1.92%	1.93%	1.97%
Expenses net of fee waivers, if any	1.91% ^A	1.91%	1.91%	1.92%	1.93%	1.97%
Expenses net of all reductions	1.91% ^A	1.91%	1.87%	1.91%	1.92%	1.96%
Net investment income (loss)	.38% ^A	.34%	.40%	(.31)%	(.74)%	(.14)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,280	$ 2,302	$ 1,533	$ 1,376	$ 1,793	$ 1,154
Portfolio turnover rate ^G	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Total returns do not include the effect of the contingent deferred sales charge. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.31	$ 18.93	$ 15.65	$ 15.98	$ 12.27	$ 8.50
Income from Investment Operations
Net investment income (loss) ^E	.05	.08	.07	(.05)	(.10)	(.01)
Net realized and unrealized gain (loss)	1.89	4.20	3.32	(.28)	3.81	3.80
Total from investment operations	1.94	4.28	3.39	(.33)	3.71	3.79
Distributions from net investment income	-	(.11)	(.11)	-	-	(.02)
Distributions from net realized gain	(.47)	(1.79)	-	-	-	-
Total distributions	(.47)	(1.90)	(.11)	-	-	(.02)
Redemption fees added to paid in capital ^{E, I}	-	-	-	-	-	-
Net asset value, end of period	$ 22.78	$ 21.31	$ 18.93	$ 15.65	$ 15.98	$ 12.27
Total Return^{B, C, D}	9.19%	22.77%	21.73%	(2.07)%	30.24%	44.56%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.85% ^A	1.89%	1.91%	1.92%	1.93%	1.96%
Expenses net of fee waivers, if any	1.85% ^A	1.89%	1.91%	1.92%	1.93%	1.96%
Expenses net of all reductions	1.85% ^A	1.89%	1.87%	1.91%	1.92%	1.95%
Net investment income (loss)	.44% ^A	.36%	.40%	(.31)%	(.73)%	(.13)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 39,215	$ 25,177	$ 6,820	$ 5,000	$ 5,309	$ 2,293
Portfolio turnover rate ^G	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Total returns do not include the effect of the contingent deferred sales charge. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Mid Cap Value

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.96	$ 19.37	$ 15.97	$ 16.26	$ 12.41	$ 8.57
Income from Investment Operations
Net investment income (loss) ^D	.18	.32	.25	.12	.04	.09
Net realized and unrealized gain (loss)	1.95	4.31	3.41	(.30)	3.87	3.86
Total from investment operations	2.13	4.63	3.66	(.18)	3.91	3.95
Distributions from net investment income	(.01)	(.25)	(.26)	(.11)	(.06)	(.11)
Distributions from net realized gain	(.48)	(1.79)	-	-	-	-
Total distributions	(.49)	(2.04)	(.26)	(.11)	(.06)	(.11)
Redemption fees added to paid in capital ^{D, H}	-	-	-	-	-	-
Net asset value, end of period	$ 23.60	$ 21.96	$ 19.37	$ 15.97	$ 16.26	$ 12.41
Total Return^{B, C}	9.80%	24.08%	23.07%	(1.04)%	31.51%	46.06%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.78% ^A	.80%	.85%	.88%	.91%	.95%
Expenses net of fee waivers, if any	.78% ^A	.80%	.85%	.88%	.91%	.95%
Expenses net of all reductions	.78% ^A	.80%	.81%	.87%	.90%	.94%
Net investment income (loss)	1.51% ^A	1.45%	1.46%	.73%	.28%	.88%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,612,133	$ 1,404,968	$ 638,425	$ 553,947	$ 666,277	$ 469,476
Portfolio turnover rate ^F	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Calculated based on average shares outstanding during the period. ^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.84	$ 19.29	$ 15.91	$ 16.20	$ 12.36	$ 8.54
Income from Investment Operations
Net investment income (loss) ^D	.17	.31	.24	.11	.04	.10
Net realized and unrealized gain (loss)	1.94	4.28	3.40	(.29)	3.85	3.84
Total from investment operations	2.11	4.59	3.64	(.18)	3.89	3.94
Distributions from net investment income	(.01)	(.25)	(.26)	(.11)	(.05)	(.12)
Distributions from net realized gain	(.48)	(1.79)	-	-	-	-
Total distributions	(.48) ^I	(2.04)	(.26)	(.11)	(.05)	(.12)
Redemption fees added to paid in capital ^{D, H}	-	-	-	-	-	-
Net asset value, end of period	$ 23.47	$ 21.84	$ 19.29	$ 15.91	$ 16.20	$ 12.36
Total Return^{B, C}	9.80%	23.98%	23.05%	(1.07)%	31.51%	46.12%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.82% ^A	.85%	.89%	.91%	.92%	.96%
Expenses net of fee waivers, if any	.82% ^A	.85%	.89%	.91%	.92%	.96%
Expenses net of all reductions	.82% ^A	.85%	.85%	.90%	.92%	.95%
Net investment income (loss)	1.48% ^A	1.40%	1.42%	.71%	.27%	.87%
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,776	$ 26,277	$ 7,875	$ 3,667	$ 3,507	$ 3,162
Portfolio turnover rate ^F	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Calculated based on average shares outstanding during the period. ^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^H Amount represents less than $.01 per share. ^I Total distributions of $.48 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.478 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended July 31, 2014 (Unaudited)

1. Organization.

Fidelity® Mid Cap Value Fund (the Fund) is a fund of Fidelity Devonshire Trust (the Trust) and is authorized to issue an unlimited number of shares. The Trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Class A, Class T, Class C, Mid Cap Value and Institutional Class shares, each of which, along with Class B shares, has equal rights as to assets and voting privileges. Class B shares are closed to new accounts and additional purchases, except for exchanges and reinvestments. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase.

2. Investments in Fidelity Central Funds.

3. Significant Accounting Policies.

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3. Significant Accounting Policies - continued

the financial statements. The following summarizes the significant accounting policies of the Fund:

Investment Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. In accordance with valuation policies and procedures approved by the Board of Trustees (the Board), the Fund attempts to obtain prices from one or more third party pricing vendors or brokers to value its investments. When current market prices, quotations or currency exchange rates are not readily available or reliable, investments will be fair valued in good faith by the Fidelity Management & Research Company (FMR) Fair Value Committee (the Committee), in accordance with procedures adopted by the Board. Factors used in determining fair value vary by investment type and may include market or investment specific events. The frequency with which these procedures are used cannot be predicted and they may be utilized to a significant extent. The Committee oversees the Fund's valuation policies and procedures and is responsible for approving and reporting to the Board all fair value determinations.

The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below:

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the Fund's own assumptions based on the best information available)

Valuation techniques used to value the Fund's investments by major category are as follows:

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by a third party pricing vendor on the primary market or exchange on which they are traded and are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price and are generally categorized as Level 2 in the hierarchy. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs, futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used and would be categorized as Level 2 in the hierarchy. Utilizing these techniques may result in transfers between Level 1 and Level 2. For equity securities, including restricted securities, where observable inputs are

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Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Investment Valuation - continued

limited, assumptions about market activity and risk are used and these securities may be categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value (NAV) each business day and are categorized as Level 1 in the hierarchy.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

Investment Transactions and Income. For financial reporting purposes, the Fund's investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE, normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the Fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Income and capital gain distributions from Fidelity Central Funds, if any, are recorded on the ex-dividend date. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Subsequent to ex-dividend date the Fund determines the components of these distributions, based

Semiannual Report

3. Significant Accounting Policies - continued

Investment Transactions and Income - continued

upon receipt of tax filings or other correspondence relating to the underlying investment. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Class Allocations and Expenses. Investment income, realized and unrealized capital gains and losses, common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated daily on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions may also differ by class. For the reporting period, the allocated portion of income and expenses to each class as a percent of its average net assets may vary due to the timing of recording these transactions in relation to fluctuating net assets of the classes. Expenses directly attributable to a fund are charged to that fund. Expenses attributable to more than one fund are allocated among the respective funds on the basis of relative net assets or other appropriate methods. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, including distributing substantially all of its taxable income and realized gains. As a result, no provision for U.S. Federal income taxes is required. The Fund files a U.S. federal tax return, in addition to state and local tax returns as required. The Fund's federal income tax returns are subject to examination by the Internal Revenue Service (IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. Foreign taxes are provided for based on the Fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Book-tax differences are primarily due to partnerships, foreign currency transactions, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation	$ 242,010,652
Gross unrealized depreciation	(15,600,951)
Net unrealized appreciation (depreciation) on securities	$ 226,409,701

Tax cost	$ 1,650,727,223

Short-Term Trading (Redemption) Fees. Shares held by investors in the Fund less than 30 days may have been subject to a redemption fee equal to .75% of the NAV of shares redeemed. All redemption fees, which reduce the proceeds of the shareholder redemption, will be retained by the Fund and accounted for as an addition to paid in capital.

4. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, aggregated $810,426,467 and $687,443,835, respectively.

5. Fees and Other Transactions with Affiliates.

Management Fee. Fidelity Management & Research Company (the investment adviser) and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and an annualized group fee rate that averaged .25% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by the investment adviser, including any mutual funds previously advised by the investment adviser that are currently advised by Fidelity SelectCo, LLC, an affiliate of the investment adviser. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the Fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the relative investment performance of Mid Cap Value as compared to its benchmark index, the Russell Midcap® Value Index, over the same 36 month performance period. For the reporting period, the total annualized management fee rate, including the performance adjustment, was .55% of the Fund's average net assets. The performance adjustment included in the management fee rate may be higher

Semiannual Report

5. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

or lower than the maximum performance adjustment rate due to the difference between the average net assets for the reporting and performance periods.

Distribution and Service Plan Fees. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of the investment adviser, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Distribution and Service Fee rates, total fees and amounts retained by FDC were as follows:

	Distribution Fee	Service Fee	Total Fees	Retained by FDC
Class A	-%	.25%	$ 100,435	$ 2,398
Class T	.25%	.25%	68,550	356
Class B	.75%	.25%	11,659	8,768
Class C	.75%	.25%	155,764	52,280
			$ 336,408	$ 63,802

Sales Load. FDC may receive a front-end sales charge of up to 5.75% for selling Class A shares and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the Fund. Depending on the holding period, FDC may receive contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. The deferred sales charges range from 5.00% to 1.00% for Class B shares, 1.00% for Class C shares, 1.00% for certain purchases of Class A shares and .25% for certain purchases of Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 46,950
Class T	9,818
Class B*	528
Class C*	2,841
	$ 60,137

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

5. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc., (FIIOC), an affiliate of the investment adviser, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements.

For the period, transfer agent fees for each class were as follows:

	Amount	% of Average Net Assets*
Class A	$ 107,710	.27
Class T	42,159	.31
Class B	3,583	.31
Class C	39,725	.25
Mid Cap Value	1,349,624	.18
Institutional Class	36,438	.21
	$ 1,579,239

* Annualized

6. Committed Line of Credit.

The Fund participates with other funds managed by the investment adviser or an affiliate in a $4.25 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro-rata portion of the line of credit, which amounted to $2,017 and is reflected in Miscellaneous expenses on the Statement of Operations.

Semiannual Report

7. Security Lending.

The Fund lends portfolio securities through a lending agent from time to time in order to earn additional income. For equity securities, a lending agent is used and may loan securities to certain qualified borrowers, including Fidelity Capital Markets (FCM), a broker-dealer affiliated with the Fund. On the settlement date of the loan, the Fund receives collateral (in the form of U.S. Treasury obligations, letters of credit and/or cash) against the loaned securities and maintains collateral in an amount not less than 100% of the market value of the loaned securities during the period of the loan. The market value of the loaned securities is determined at the close of business of the Fund and any additional required collateral is delivered to the Fund on the next business day. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund may apply collateral received from the borrower against the obligation. The Fund may experience delays and costs in recovering the securities loaned. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less rebates paid to borrowers and any lending agent fees associated with the loan, plus any premium payments received for lending certain types of securities. Security lending income is presented in the Statement of Operations as a component of income from Fidelity Central Funds. Total security lending income during the period amounted to $205,375. During the period, there were no securities loaned to FCM.

8. Expense Reductions.

In addition, the investment adviser reimbursed a portion of the Fund's operating expenses during the period in the amount of $5,187.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended July 31, 2014	Year ended January 31, 2014
From net investment income
Class A	$ 9	$ 530,640
Class T	-	161,696
Class B	-	4,861

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Notes to Financial Statements (Unaudited) - continued

9. Distributions to Shareholders - continued

	Six months ended July 31, 2014	Year ended January 31, 2014
From net investment income
Class C	$ -	$ 110,531
Mid Cap Value	445,818	14,250,519
Institutional Class	7,488	248,101
Total	$ 453,315	$ 15,306,348
From net realized gain
Class A	$ 1,540,190	$ 4,929,724
Class T	533,674	1,757,088
Class B	48,294	177,882
Class C	582,429	1,834,950
Mid Cap Value	30,442,858	103,028,925
Institutional Class	596,540	1,786,524
Total	$ 33,743,985	$ 113,515,093

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended July 31, 2014	Year ended January 31, 2014	Six months ended July 31, 2014	Year ended January 31, 2014
Class A
Shares sold	1,386,577	2,457,916	$ 32,009,152	$ 52,076,305
Reinvestment of distributions	67,337	241,636	1,493,522	5,178,254
Shares redeemed	(464,367)	(854,915)	(10,666,702)	(18,574,514)
Net increase (decrease)	989,547	1,844,637	$ 22,835,972	$ 38,680,045
Class T
Shares sold	288,778	800,279	$ 6,578,107	$ 17,075,459
Reinvestment of distributions	23,968	89,099	529,459	1,903,163
Shares redeemed	(167,891)	(212,274)	(3,848,921)	(4,598,389)
Net increase (decrease)	144,855	677,104	$ 3,258,645	$ 14,380,233
Class B
Shares sold	16,019	43,830	$ 360,137	$ 911,529
Reinvestment of distributions	2,130	8,260	46,562	174,775
Shares redeemed	(26,034)	(25,492)	(586,070)	(538,771)
Net increase (decrease)	(7,885)	26,598	$ (179,371)	$ 547,533

Semiannual Report

10. Share Transactions - continued

	Shares		Dollars
	Six months ended July 31, 2014	Year ended January 31, 2014	Six months ended July 31, 2014	Year ended January 31, 2014
Class C
Shares sold	644,060	893,750	$ 14,510,274	$ 18,935,706
Reinvestment of distributions	25,514	88,255	553,142	1,852,478
Shares redeemed	(129,687)	(160,748)	(2,891,875)	(3,440,149)
Net increase (decrease)	539,887	821,257	$ 12,171,541	$ 17,348,035
Mid Cap Value
Shares sold	11,620,367	42,202,723	$ 269,422,022	$ 892,720,042
Reinvestment of distributions	1,323,779	5,185,864	29,612,924	112,014,623
Shares redeemed	(8,607,375)	(16,376,666)	(199,031,024)	(357,731,128)
Net increase (decrease)	4,336,771	31,011,921	$ 100,003,922	$ 647,003,537
Institutional Class
Shares sold	899,718	942,589	$ 20,867,829	$ 20,627,562
Reinvestment of distributions	25,012	87,006	556,513	1,869,755
Shares redeemed	(177,041)	(234,974)	(3,986,161)	(5,112,398)
Net increase (decrease)	747,689	794,621	$ 17,438,181	$ 17,384,919

11. Other.

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Mid Cap Value Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract with Fidelity Management & Research Company (FMR) and the sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information relevant to the renewal of the Advisory Contracts throughout the year.

The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established various standing committees (Committees), each composed of and chaired by Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of the Advisory Contracts. Members of the Board may also meet with trustees of other Fidelity funds through ad hoc joint committees to discuss certain matters relevant to the Fidelity funds.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency, pricing and bookkeeping, and securities lending services for the fund; (ii) the nature and extent of the supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures. The Board also reviewed the allocation of fund brokerage, including allocations to brokers affiliated with the Investment Advisers, the use of brokerage commissions to pay fund expenses, and the use of "soft" commission dollars to pay for research services.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board took into account discussions with the Investment Advisers about fund investment performance that occur at Board meetings throughout the year. In this regard the Board noted that as part of regularly scheduled fund reviews and other reports to the Board on fund performance, the Board periodically considers annualized return information for the fund, for different time periods, measured against a securities market index ("benchmark index") and a peer group of funds with similar objectives ("peer group"). In its evaluation of fund investment performance, the Board gave particular attention to information indicating changes in performance of certain Fidelity funds for specific time periods and the Investment Advisers' explanations for any overperformance or underperformance.

The Independent Trustees recognize that shareholders evaluate performance on a net basis over their own holding periods, for which one-, three-, and five-year periods are often used as a proxy. For this reason, the performance information reviewed by the Board also included net cumulative calendar year total return information for the fund and an appropriate benchmark index and peer group for the most recent one-, three-, and five-year periods, as shown below. Returns are shown compared to the 25th percentile (top of box, 75% beaten) and 75th percentile (bottom of box, 25% beaten) of the peer universe.

Semiannual Report

Fidelity Mid Cap Value Fund

cvi125437

The Board also considered that the fund's management fee is subject to upward or downward adjustment depending upon whether, and to what extent, the fund's investment performance for the performance period exceeds, or is exceeded by, a securities index, thus leading to a performance adjustment for the same period. The Board noted that the performance adjustment provides FMR with a strong economic incentive to seek to achieve superior performance for the fund's shareholders and helps to more closely align the interests of FMR and the fund's shareholders.

Based on its review, the Board concluded that the nature, extent, and quality of services provided to the fund under the Advisory Contracts should benefit the fund's shareholders.

Management Fee. The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group." The Total Mapped Group comparison focuses on a fund's standing in terms of gross management fees before expense reimbursements or caps, and without giving effect to the fund's performance adjustment, relative to the total universe of funds with comparable investment mandates, regardless of whether their management fee structures also are comparable. Funds with comparable investment mandates offer exposure to similar types of securities. Funds with comparable management fee structures have similar management fee contractual arrangements (e.g., flat rate charged for advisory services, all-inclusive fee rate, etc.). "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a hypothetical TMG % of 20% would mean that 80% of the funds in the Total Mapped Group had higher, and 20% had lower, management fees than the fund. The fund's actual TMG %s are in the chart below. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to a subset of non-Fidelity funds within the Total Mapped Group that are similar in size and management fee structure. For example, if a fund is in the first quartile of the ASPG, the fund's management fee ranks in the least expensive or lowest 25% of funds in the ASPG. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee structures, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee rate ranked and the impact of the fund's performance adjustment, is also included in the chart and considered by the Board.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Mid Cap Value Fund

cvi125439

The Board noted that the fund's management fee rate ranked below the median of its Total Mapped Group and below the median of its ASPG for 2013.

Semiannual Report

Based on its review, the Board concluded that the fund's management fee is fair and reasonable in light of the services that the fund receives and the other factors considered.

Total Expense Ratio. In its review of each class's total expense ratio, the Board considered the fund's management fee as well as other fund or class expenses, as applicable, such as transfer agent fees, pricing and bookkeeping fees, fund-paid 12b-1 fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses, as well as the impact of the fund's performance adjustment. As part of its review, the Board also considered the current and historical total expense ratios of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that the total expense ratio of each of Class A, Class B, Class C, Institutional Class, and the retail class ranked below its competitive median for 2013 and the total expense ratio of Class T ranked above its competitive median for 2013. The Board considered that, in general, various factors can affect total expense ratios. The Board noted that the total expense ratio of Class T was above the competitive median primarily because of higher 12b-1 fees on Class T as compared to most competitor funds. Class T has a higher 12b-1 fee, but a lower front-end sales charge, than traditionally priced front-end sales charge classes. The Board considered that Class T is primarily sold load-waived in the retirement plan market where its 0.50% 12b-1 fee is comparable to competing no-load, higher 12b-1 fee classes designed specifically for retirement plans. The Board noted that the fund offers multiple classes, each of which has a different sales load and 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expense ratios of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its review of total expense ratios and fees charged to other Fidelity clients, the Board concluded that the total expense ratio of each class of the fund was reasonable, although Class T was above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and servicing the fund's shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense ratio reductions. The Board also noted that in 2013, it and the boards of other Fidelity funds created an ad hoc committee (the Economies of Scale Committee) to analyze whether Fidelity attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

Semiannual Report

The Board concluded, taking into account the analysis of the Economies of Scale Committee, that economies of scale, if any, are being appropriately shared between fund shareholders and Fidelity.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Smithfield, RI

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.
New York, NY

(Fidelity Investment logo)(registered trademark)

AMCVI-USAN-0914
1.838435.105

(Fidelity Investment logo)(registered trademark)
Fidelity Advisor®

Mid Cap Value

Fund - Class A, Class T, Class B
and Class C

Semiannual Report

July 31, 2014

(Fidelity Cover Art)

Class A, Class T, Class B, and
Class C are classes of Fidelity®
Mid Cap Value Fund

Shareholder Expense Example	(Click Here)	An example of shareholder expenses.
Investment Changes	(Click Here)	A summary of major shifts in the fund's investments over the past six months.
Investments	(Click Here)	A complete list of the fund's investments with their market values.
Financial Statements	(Click Here)	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	(Click Here)	Notes to the financial statements.
Board Approval of Investment Advisory Contracts and Management Fees	(Click Here)

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third-party marks appearing herein are the property of their respective owners.

NOT FDIC INSURED • MAY LOSE VALUE • NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (February 1, 2014 to July 31, 2014).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

Shareholder Expense Example - continued

	Annualized Expense Ratio ^B	Beginning Account Value February 1, 2014	Ending Account Value July 31, 2014	Expenses Paid During Period* February 1, 2014 to July 31, 2014
Class A	1.12%
Actual		$ 1,000.00	$ 1,095.70	$ 5.82
Hypothetical^A		$ 1,000.00	$ 1,019.24	$ 5.61
Class T	1.41%
Actual		$ 1,000.00	$ 1,094.40	$ 7.32
Hypothetical^A		$ 1,000.00	$ 1,017.80	$ 7.05
Class B	1.91%
Actual		$ 1,000.00	$ 1,091.50	$ 9.90
Hypothetical^A		$ 1,000.00	$ 1,015.32	$ 9.54
Class C	1.85%
Actual		$ 1,000.00	$ 1,091.90	$ 9.60
Hypothetical^A		$ 1,000.00	$ 1,015.62	$ 9.25
Mid Cap Value	.78%
Actual		$ 1,000.00	$ 1,098.00	$ 4.06
Hypothetical^A		$ 1,000.00	$ 1,020.93	$ 3.91
Institutional Class	.82%
Actual		$ 1,000.00	$ 1,098.00	$ 4.27
Hypothetical^A		$ 1,000.00	$ 1,020.73	$ 4.11

^A 5% return per year before expenses

^B Annualized expense ratio reflects expenses net of applicable fee waivers.

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes (Unaudited)

Top Ten Stocks as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Allstate Corp.	1.9	1.5
Capital One Financial Corp.	1.8	1.5
Cardinal Health, Inc.	1.8	0.9
CF Industries Holdings, Inc.	1.6	1.4
Equity Lifestyle Properties, Inc.	1.4	1.2
SunTrust Banks, Inc.	1.4	1.0
Tesoro Corp.	1.4	1.0
Parker Hannifin Corp.	1.4	0.1
Amtrust Financial Services, Inc.	1.4	0.8
Total System Services, Inc.	1.4	0.9
	15.5
Top Five Market Sectors as of July 31, 2014
	% of fund's net assets	% of fund's net assets 6 months ago
Financials	32.7	31.7
Information Technology	11.4	11.5
Industrials	9.6	10.7
Health Care	9.5	9.9
Utilities	9.3	10.7

Asset Allocation (% of fund's net assets)
As of July 31, 2014*			As of January 31, 2014**
	Stocks 98.2%			Stocks 98.6%
	Short-Term Investments and Net Other Assets (Liabilities) 1.8%			Short-Term Investments and Net Other Assets (Liabilities) 1.4%
* Foreign investments		13.7%	** Foreign investments		11.4%

amc250671

Semiannual Report

Investments July 31, 2014 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 98.2%
	Shares		Value
CONSUMER DISCRETIONARY - 9.1%
Auto Components - 1.7%
Delphi Automotive PLC	298,500		$ 19,939,800
Tenneco, Inc. (a)	159,900		10,185,630
			30,125,430
Hotels, Restaurants & Leisure - 1.2%
Wyndham Worldwide Corp.	289,600		21,879,280
Household Durables - 0.8%
Whirlpool Corp.	101,200		14,435,168
Leisure Products - 0.3%
Arctic Cat, Inc.	164,100		5,841,960
Media - 0.6%
Lamar Advertising Co. Class A (d)	233,700		11,720,055
Multiline Retail - 2.2%
Big Lots, Inc.	348,378		15,241,538
Dillard's, Inc. Class A	75,900		9,048,798
Macy's, Inc.	276,900		16,002,051
			40,292,387
Specialty Retail - 2.3%
AutoZone, Inc. (a)	35,600		18,406,268
GameStop Corp. Class A (d)	387,300		16,254,981
GNC Holdings, Inc.	239,700		7,864,557
			42,525,806
TOTAL CONSUMER DISCRETIONARY			166,820,086
CONSUMER STAPLES - 3.3%
Beverages - 0.8%
Molson Coors Brewing Co. Class B	212,200		14,329,866
Food & Staples Retailing - 1.0%
Kroger Co.	393,400		19,268,732
Food Products - 1.5%
Bunge Ltd.	288,900		22,776,876
The J.M. Smucker Co.	46,000		4,583,440
			27,360,316
TOTAL CONSUMER STAPLES			60,958,914
ENERGY - 6.3%
Energy Equipment & Services - 0.7%
National Oilwell Varco, Inc.	155,100		12,569,304
Common Stocks - continued
	Shares		Value
ENERGY - continued
Oil, Gas & Consumable Fuels - 5.6%
Canadian Natural Resources Ltd.	353,500		$ 15,409,598
Cimarex Energy Co.	146,600		20,380,332
Energen Corp.	108,600		8,865,018
Kinder Morgan Holding Co. LLC	97,900		3,522,442
Marathon Petroleum Corp.	119,300		9,959,164
Tesoro Corp.	418,100		25,729,874
Valero Energy Corp.	94,300		4,790,440
Whiting Petroleum Corp. (a)	148,400		13,131,916
			101,788,784
TOTAL ENERGY			114,358,088
FINANCIALS - 32.7%
Banks - 5.7%
Fifth Third Bancorp	646,957		13,249,679
M&T Bank Corp. (d)	125,100		15,199,650
PNC Financial Services Group, Inc.	155,000		12,796,800
Prosperity Bancshares, Inc.	311,500		18,107,495
SunTrust Banks, Inc.	683,800		26,018,590
U.S. Bancorp	414,500		17,421,435
			102,793,649
Capital Markets - 6.8%
Apollo Global Management LLC Class A	278,200		7,305,532
E*TRADE Financial Corp. (a)	73,400		1,542,868
Fortress Investment Group LLC	1,955,400		14,157,096
Invesco Ltd.	584,800		22,006,024
KKR & Co. LP	749,900		17,187,708
Northern Trust Corp.	212,100		14,187,369
NorthStar Asset Management Group, Inc. (a)	382,450		6,849,680
Raymond James Financial, Inc.	334,100		17,022,395
The Blackstone Group LP	744,500		24,330,260
			124,588,932
Consumer Finance - 3.6%
Capital One Financial Corp.	413,100		32,857,974
Navient Corp.	1,203,200		20,695,040
SLM Corp.	1,339,200		11,865,312
			65,418,326
Insurance - 10.5%
ACE Ltd.	217,700		21,791,770
Common Stocks - continued
	Shares		Value
FINANCIALS - continued
Insurance - continued
Allied World Assurance Co. Holdings Ltd.	336,700		$ 12,124,567
Allstate Corp.	584,500		34,164,025
Amtrust Financial Services, Inc. (d)	590,100		25,161,864
Arthur J. Gallagher & Co.	251,200		11,304,000
Brown & Brown, Inc.	573,900		17,664,642
Everest Re Group Ltd.	99,100		15,450,681
Fidelity National Financial, Inc.	689,700		18,697,767
Fidelity National Financial, Inc.	218,044		3,567,200
Hartford Financial Services Group, Inc.	484,100		16,536,856
MetLife, Inc.	203,200		10,688,320
Protective Life Corp.	66,200		4,592,956
			191,744,648
Real Estate Investment Trusts - 6.1%
American Capital Agency Corp.	1,020,500		23,593,960
Equity Lifestyle Properties, Inc.	598,700		26,516,423
MFA Financial, Inc.	2,695,300		21,939,742
NorthStar Realty Finance Corp.	422,750		6,806,275
RLJ Lodging Trust	640,600		17,962,424
Washington Prime Group, Inc. (a)	771,700		14,577,413
			111,396,237
TOTAL FINANCIALS			595,941,792
HEALTH CARE - 9.5%
Biotechnology - 1.0%
United Therapeutics Corp. (a)	194,100		17,651,454
Health Care Equipment & Supplies - 0.9%
Covidien PLC	191,800		16,592,618
Health Care Providers & Services - 5.4%
Cardinal Health, Inc.	450,200		32,256,830
Cigna Corp.	131,100		11,804,244
DaVita HealthCare Partners, Inc. (a)	252,200		17,764,968
HCA Holdings, Inc. (a)	333,300		21,767,823
Omnicare, Inc.	249,100		15,568,750
			99,162,615
Common Stocks - continued
	Shares		Value
HEALTH CARE - continued
Pharmaceuticals - 2.2%
Actavis PLC (a)	114,300		$ 24,489,918
Teva Pharmaceutical Industries Ltd. sponsored ADR	273,900		14,653,650
			39,143,568
TOTAL HEALTH CARE			172,550,255
INDUSTRIALS - 9.6%
Aerospace & Defense - 2.1%
Esterline Technologies Corp. (a)	112,000		12,157,600
Meggitt PLC	1,309,800		11,244,640
Triumph Group, Inc.	227,600		14,418,460
			37,820,700
Airlines - 0.4%
American Airlines Group, Inc.	210,400		8,174,040
Construction & Engineering - 1.2%
AECOM Technology Corp. (a)	496,300		16,849,385
URS Corp.	89,800		5,142,846
			21,992,231
Electrical Equipment - 0.8%
EnerSys	224,000		14,208,320
Machinery - 3.2%
Cummins, Inc.	103,400		14,412,926
Parker Hannifin Corp.	220,900		25,392,455
Valmont Industries, Inc. (d)	127,400		18,553,262
			58,358,643
Professional Services - 1.2%
Dun & Bradstreet Corp.	208,000		22,886,240
Trading Companies & Distributors - 0.7%
WESCO International, Inc. (a)	152,900		12,001,121
TOTAL INDUSTRIALS			175,441,295
INFORMATION TECHNOLOGY - 11.4%
Electronic Equipment & Components - 1.7%
Arrow Electronics, Inc. (a)	186,300		10,796,085
Ingram Micro, Inc. Class A (a)	286,000		8,208,200
TE Connectivity Ltd.	189,500		11,728,155
			30,732,440
Common Stocks - continued
	Shares		Value
INFORMATION TECHNOLOGY - continued
IT Services - 2.9%
Amdocs Ltd.	421,500		$ 19,110,810
Computer Sciences Corp.	140,200		8,747,078
Total System Services, Inc.	776,000		24,832,000
			52,689,888
Semiconductors & Semiconductor Equipment - 1.7%
Broadcom Corp. Class A	474,000		18,135,240
Marvell Technology Group Ltd.	243,200		3,244,288
Skyworks Solutions, Inc.	64,200		3,258,792
TriQuint Semiconductor, Inc. (a)	340,600		6,123,988
			30,762,308
Software - 2.5%
CA Technologies, Inc.	123,000		3,552,240
Symantec Corp.	921,700		21,807,422
Synopsys, Inc. (a)	547,000		20,660,190
			46,019,852
Technology Hardware, Storage & Peripherals - 2.6%
EMC Corp.	586,900		17,196,170
SanDisk Corp.	191,500		17,562,465
Western Digital Corp.	137,200		13,696,676
			48,455,311
TOTAL INFORMATION TECHNOLOGY			208,659,799
MATERIALS - 7.0%
Chemicals - 4.4%
Agrium, Inc. (d)	241,100		21,979,493
Cabot Corp.	220,200		11,536,278
CF Industries Holdings, Inc.	118,800		29,740,392
LyondellBasell Industries NV Class A	172,700		18,349,375
			81,605,538
Containers & Packaging - 1.8%
Crown Holdings, Inc. (a)	136,000		6,330,800
Graphic Packaging Holding Co. (a)	1,354,900		16,258,800
Rock-Tenn Co. Class A	98,400		9,783,912
			32,373,512
Common Stocks - continued
	Shares		Value
MATERIALS - continued
Metals & Mining - 0.8%
Reliance Steel & Aluminum Co.	151,900		$ 10,367,175
Steel Dynamics, Inc.	178,500		3,785,985
			14,153,160
TOTAL MATERIALS			128,132,210
UTILITIES - 9.3%
Electric Utilities - 5.0%
American Electric Power Co., Inc.	427,200		22,210,128
Edison International	419,800		23,005,040
Exelon Corp.	6,000		186,480
Great Plains Energy, Inc.	750,400		18,602,416
IDACORP, Inc.	275,300		14,742,315
Xcel Energy, Inc.	412,400		12,701,920
			91,448,299
Gas Utilities - 0.3%
Atmos Energy Corp.	111,300		5,378,016
Independent Power Producers & Energy Traders - 0.5%
The AES Corp.	542,200		7,921,542
Multi-Utilities - 3.5%
Ameren Corp.	398,300		15,314,635
CMS Energy Corp.	775,200		22,426,536
DTE Energy Co.	300,300		22,168,146
NiSource, Inc.	114,900		4,329,432
			64,238,749
TOTAL UTILITIES			168,986,606
TOTAL COMMON STOCKS (Cost $1,563,654,764)		1,791,849,045
Money Market Funds - 4.7%
	Shares		Value
Fidelity Cash Central Fund, 0.11% (b)	34,673,354		$ 34,673,354
Fidelity Securities Lending Cash Central Fund, 0.11% (b)(c)	50,614,525		50,614,525
TOTAL MONEY MARKET FUNDS (Cost $85,287,879)		85,287,879
TOTAL INVESTMENT PORTFOLIO - 102.9% (Cost $1,648,942,643)			1,877,136,924
NET OTHER ASSETS (LIABILITIES) - (2.9)%			(52,611,877)
NET ASSETS - 100%		$ 1,824,525,047

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund	Income earned
Fidelity Cash Central Fund	$ 13,481
Fidelity Securities Lending Cash Central Fund	205,375
Total	$ 218,856

Other Information

Distribution of investments by country or territory of incorporation, as a percentage of total net assets, is as follows (Unaudited):

United States of America	86.3%
Bermuda	3.4%
Switzerland	2.5%
Ireland	2.3%
Canada	2.0%
Bailiwick of Jersey	1.1%
Netherlands	1.0%
Others (Individually Less Than 1%)	1.4%
	100.0%

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

	July 31, 2014 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $48,346,191) - See accompanying schedule: Unaffiliated issuers (cost $1,563,654,764)	$ 1,791,849,045
Fidelity Central Funds (cost $85,287,879)	85,287,879
Total Investments (cost $1,648,942,643)		$ 1,877,136,924
Cash		216,058
Receivable for investments sold		10,590,515
Receivable for fund shares sold		5,844,517
Dividends receivable		1,594,879
Distributions receivable from Fidelity Central Funds		40,723
Receivable from investment adviser for expense reductions		973
Other receivables		9,118
Total assets		1,895,433,707

Liabilities
Payable for investments purchased	$ 16,594,776
Payable for fund shares redeemed	2,385,236
Accrued management fee	884,759
Distribution and service plan fees payable	64,952
Other affiliated payables	321,944
Other payables and accrued expenses	42,468
Collateral on securities loaned, at value	50,614,525
Total liabilities		70,908,660

Net Assets		$ 1,824,525,047
Net Assets consist of:
Paid in capital		$ 1,521,921,351
Undistributed net investment income		12,448,123
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		61,962,882
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		228,192,691
Net Assets		$ 1,824,525,047

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

	July 31, 2014 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($95,889,750 ÷ 4,104,195 shares)		$ 23.36

Maximum offering price per share (100/94.25 of $23.36)		$ 24.79
Class T: Net Asset Value and redemption price per share ($29,229,862 ÷ 1,257,126 shares)		$ 23.25

Maximum offering price per share (100/96.50 of $23.25)		$ 24.09
Class B: Net Asset Value and offering price per share ($2,280,438 ÷ 99,314 shares)^A		$ 22.96

Class C: Net Asset Value and offering price per share ($39,215,463 ÷ 1,721,361 shares)^A		$ 22.78

Mid Cap Value: Net Asset Value, offering price and redemption price per share ($1,612,133,122 ÷ 68,307,578 shares)		$ 23.60

Institutional Class: Net Asset Value, offering price and redemption price per share ($45,776,412 ÷ 1,950,617 shares)		$ 23.47

^A Redemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Six months ended July 31, 2014 (Unaudited)

Investment Income
Dividends		$ 19,278,814
Income from Fidelity Central Funds		218,856
Total income		19,497,670

Expenses
Management fee Basic fee	$ 4,670,335
Performance adjustment	22,089
Transfer agent fees	1,579,239
Distribution and service plan fees	336,408
Accounting and security lending fees	266,067
Custodian fees and expenses	23,744
Independent trustees' compensation	3,281
Registration fees	107,814
Audit	26,916
Legal	2,383
Miscellaneous	8,405
Total expenses before reductions	7,046,681
Expense reductions	(14,491)	7,032,190
Net investment income (loss)		12,465,480
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities:
Unaffiliated issuers	62,940,442
Foreign currency transactions	11,965
Total net realized gain (loss)		62,952,407
Change in net unrealized appreciation (depreciation) on: Investment securities	77,079,270
Assets and liabilities in foreign currencies	(1,590)
Total change in net unrealized appreciation (depreciation)		77,077,680
Net gain (loss)		140,030,087
Net increase (decrease) in net assets resulting from operations		$ 152,495,567

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

	Six months ended July 31, 2014 (Unaudited)	Year ended January 31, 2014
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 12,465,480	$ 18,177,978
Net realized gain (loss)	62,952,407	168,887,902
Change in net unrealized appreciation (depreciation)	77,077,680	69,583,401
Net increase (decrease) in net assets resulting from operations	152,495,567	256,649,281
Distributions to shareholders from net investment income	(453,315)	(15,306,348)
Distributions to shareholders from net realized gain	(33,743,985)	(113,515,093)
Total distributions	(34,197,300)	(128,821,441)
Share transactions - net increase (decrease)	155,528,890	735,344,302
Redemption fees	12,231	65,786
Total increase (decrease) in net assets	273,839,388	863,237,928

Net Assets
Beginning of period	1,550,685,659	687,447,731
End of period (including undistributed net investment income of $12,448,123 and undistributed net investment income of $435,958, respectively)	$ 1,824,525,047	$ 1,550,685,659

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.78	$ 19.24	$ 15.87	$ 16.16	$ 12.35	$ 8.53
Income from Investment Operations
Net investment income (loss) ^E	.13	.24	.20	.07	- ^I	.07
Net realized and unrealized gain (loss)	1.93	4.29	3.38	(.29)	3.85	3.84
Total from investment operations	2.06	4.53	3.58	(.22)	3.85	3.91
Distributions from net investment income	-	(.19)	(.21)	(.07)	(.04)	(.09)
Distributions from net realized gain	(.48)	(1.79)	-	-	-	-
Total distributions	(.48)	(1.99)^J	(.21)	(.07)	(.04)	(.09)
Redemption fees added to paid in capital ^{E, I}	-	-	-	-	-	-
Net asset value, end of period	$ 23.36	$ 21.78	$ 19.24	$ 15.87	$ 16.16	$ 12.35
Total Return^{B, C, D}	9.57%	23.69%	22.73%	(1.34)%	31.14%	45.79%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.12% ^A	1.15%	1.15%	1.17%	1.17%	1.21%
Expenses net of fee waivers, if any	1.12% ^A	1.15%	1.15%	1.17%	1.17%	1.21%
Expenses net of all reductions	1.12% ^A	1.14%	1.12%	1.16%	1.17%	1.20%
Net investment income (loss)	1.18% ^A	1.11%	1.15%	.44%	.02%	.62%
Supplemental Data
Net assets, end of period (000 omitted)	$ 95,890	$ 67,826	$ 24,436	$ 19,578	$ 23,608	$ 10,640
Portfolio turnover rate ^G	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Total returns do not include the effect of the sales charges. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share. ^J Total distributions of $1.99 per share is comprised of distributions from net investment income of $.193 and distributions from net realized gain of $1.793 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.70	$ 19.21	$ 15.84	$ 16.14	$ 12.34	$ 8.53
Income from Investment Operations
Net investment income (loss) ^E	.10	.18	.15	.03	(.03)	.04
Net realized and unrealized gain (loss)	1.92	4.27	3.38	(.29)	3.83	3.84
Total from investment operations	2.02	4.45	3.53	(.26)	3.80	3.88
Distributions from net investment income	-	(.17)	(.16)	(.04)	-	(.07)
Distributions from net realized gain	(.47)	(1.79)	-	-	-	-
Total distributions	(.47)	(1.96)	(.16)	(.04)	-	(.07)
Redemption fees added to paid in capital ^{E, I}	-	-	-	-	-	-
Net asset value, end of period	$ 23.25	$ 21.70	$ 19.21	$ 15.84	$ 16.14	$ 12.34
Total Return^{B, C, D}	9.44%	23.32%	22.42%	(1.59)%	30.79%	45.44%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.41% ^A	1.42%	1.42%	1.43%	1.43%	1.47%
Expenses net of fee waivers, if any	1.41% ^A	1.42%	1.42%	1.43%	1.43%	1.47%
Expenses net of all reductions	1.41%^A	1.41%	1.38%	1.42%	1.43%	1.46%
Net investment income (loss)	.89% ^A	.84%	.89%	.18%	(.24)%	.36%
Supplemental Data
Net assets, end of period (000 omitted)	$ 29,230	$ 24,136	$ 8,358	$ 6,823	$ 6,993	$ 4,010
Portfolio turnover rate ^G	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Total returns do not include the effect of the sales charges. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.48	$ 19.03	$ 15.71	$ 16.04	$ 12.32	$ 8.53
Income from Investment Operations
Net investment income (loss) ^E	.04	.07	.07	(.05)	(.10)	(.01)
Net realized and unrealized gain (loss)	1.90	4.22	3.34	(.28)	3.82	3.82
Total from investment operations	1.94	4.29	3.41	(.33)	3.72	3.81
Distributions from net investment income	-	(.05)	(.09)	-	-	(.02)
Distributions from net realized gain	(.46)	(1.79)	-	-	-	-
Total distributions	(.46)	(1.84)	(.09)	-	-	(.02)
Redemption fees added to paid in capital ^{E, I}	-	-	-	-	-	-
Net asset value, end of period	$ 22.96	$ 21.48	$ 19.03	$ 15.71	$ 16.04	$ 12.32
Total Return^{B, C, D}	9.15%	22.70%	21.79%	(2.06)%	30.19%	44.61%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.91% ^A	1.91%	1.91%	1.92%	1.93%	1.97%
Expenses net of fee waivers, if any	1.91% ^A	1.91%	1.91%	1.92%	1.93%	1.97%
Expenses net of all reductions	1.91% ^A	1.91%	1.87%	1.91%	1.92%	1.96%
Net investment income (loss)	.38% ^A	.34%	.40%	(.31)%	(.74)%	(.14)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 2,280	$ 2,302	$ 1,533	$ 1,376	$ 1,793	$ 1,154
Portfolio turnover rate ^G	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Total returns do not include the effect of the contingent deferred sales charge. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.31	$ 18.93	$ 15.65	$ 15.98	$ 12.27	$ 8.50
Income from Investment Operations
Net investment income (loss) ^E	.05	.08	.07	(.05)	(.10)	(.01)
Net realized and unrealized gain (loss)	1.89	4.20	3.32	(.28)	3.81	3.80
Total from investment operations	1.94	4.28	3.39	(.33)	3.71	3.79
Distributions from net investment income	-	(.11)	(.11)	-	-	(.02)
Distributions from net realized gain	(.47)	(1.79)	-	-	-	-
Total distributions	(.47)	(1.90)	(.11)	-	-	(.02)
Redemption fees added to paid in capital ^{E, I}	-	-	-	-	-	-
Net asset value, end of period	$ 22.78	$ 21.31	$ 18.93	$ 15.65	$ 15.98	$ 12.27
Total Return^{B, C, D}	9.19%	22.77%	21.73%	(2.07)%	30.24%	44.56%
Ratios to Average Net Assets^{F, H}
Expenses before reductions	1.85% ^A	1.89%	1.91%	1.92%	1.93%	1.96%
Expenses net of fee waivers, if any	1.85% ^A	1.89%	1.91%	1.92%	1.93%	1.96%
Expenses net of all reductions	1.85% ^A	1.89%	1.87%	1.91%	1.92%	1.95%
Net investment income (loss)	.44% ^A	.36%	.40%	(.31)%	(.73)%	(.13)%
Supplemental Data
Net assets, end of period (000 omitted)	$ 39,215	$ 25,177	$ 6,820	$ 5,000	$ 5,309	$ 2,293
Portfolio turnover rate ^G	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Total returns do not include the effect of the contingent deferred sales charge. ^E Calculated based on average shares outstanding during the period. ^F Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^G Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^H Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^I Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Mid Cap Value

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.96	$ 19.37	$ 15.97	$ 16.26	$ 12.41	$ 8.57
Income from Investment Operations
Net investment income (loss) ^D	.18	.32	.25	.12	.04	.09
Net realized and unrealized gain (loss)	1.95	4.31	3.41	(.30)	3.87	3.86
Total from investment operations	2.13	4.63	3.66	(.18)	3.91	3.95
Distributions from net investment income	(.01)	(.25)	(.26)	(.11)	(.06)	(.11)
Distributions from net realized gain	(.48)	(1.79)	-	-	-	-
Total distributions	(.49)	(2.04)	(.26)	(.11)	(.06)	(.11)
Redemption fees added to paid in capital ^{D, H}	-	-	-	-	-	-
Net asset value, end of period	$ 23.60	$ 21.96	$ 19.37	$ 15.97	$ 16.26	$ 12.41
Total Return^{B, C}	9.80%	24.08%	23.07%	(1.04)%	31.51%	46.06%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.78% ^A	.80%	.85%	.88%	.91%	.95%
Expenses net of fee waivers, if any	.78% ^A	.80%	.85%	.88%	.91%	.95%
Expenses net of all reductions	.78% ^A	.80%	.81%	.87%	.90%	.94%
Net investment income (loss)	1.51% ^A	1.45%	1.46%	.73%	.28%	.88%
Supplemental Data
Net assets, end of period (000 omitted)	$ 1,612,133	$ 1,404,968	$ 638,425	$ 553,947	$ 666,277	$ 469,476
Portfolio turnover rate ^F	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Calculated based on average shares outstanding during the period. ^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^H Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended July 31, 2014	Years ended January 31,
	(Unaudited)	2014	2013	2012	2011	2010
Selected Per-Share Data
Net asset value, beginning of period	$ 21.84	$ 19.29	$ 15.91	$ 16.20	$ 12.36	$ 8.54
Income from Investment Operations
Net investment income (loss) ^D	.17	.31	.24	.11	.04	.10
Net realized and unrealized gain (loss)	1.94	4.28	3.40	(.29)	3.85	3.84
Total from investment operations	2.11	4.59	3.64	(.18)	3.89	3.94
Distributions from net investment income	(.01)	(.25)	(.26)	(.11)	(.05)	(.12)
Distributions from net realized gain	(.48)	(1.79)	-	-	-	-
Total distributions	(.48) ^I	(2.04)	(.26)	(.11)	(.05)	(.12)
Redemption fees added to paid in capital ^{D, H}	-	-	-	-	-	-
Net asset value, end of period	$ 23.47	$ 21.84	$ 19.29	$ 15.91	$ 16.20	$ 12.36
Total Return^{B, C}	9.80%	23.98%	23.05%	(1.07)%	31.51%	46.12%
Ratios to Average Net Assets^{E, G}
Expenses before reductions	.82% ^A	.85%	.89%	.91%	.92%	.96%
Expenses net of fee waivers, if any	.82% ^A	.85%	.89%	.91%	.92%	.96%
Expenses net of all reductions	.82% ^A	.85%	.85%	.90%	.92%	.95%
Net investment income (loss)	1.48% ^A	1.40%	1.42%	.71%	.27%	.87%
Supplemental Data
Net assets, end of period (000 omitted)	$ 45,776	$ 26,277	$ 7,875	$ 3,667	$ 3,507	$ 3,162
Portfolio turnover rate ^F	82% ^A	169%	180%	173%	133%	202%
^A Annualized ^B Total returns for periods of less than one year are not annualized. ^C Total returns would have been lower if certain expenses had not been reduced during the applicable periods shown. ^D Calculated based on average shares outstanding during the period. ^E Fees and expenses of any underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds. ^F Amount does not include the portfolio activity of any underlying Fidelity Central Funds. ^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or reductions from other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class. ^H Amount represents less than $.01 per share. ^I Total distributions of $.48 per share is comprised of distributions from net investment income of $.006 and distributions from net realized gain of $.478 per share.