N-Q 1 main.htm

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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-1352

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

82 Devonshire St., Boston, Massachusetts 02109
 (Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

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

Date of fiscal year end:

July 31

 

 

Date of reporting period:

October 31, 2008

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity® Real Estate
Investment Portfolio

October 31, 2008 

1.809107.104

REA-QTLY-1208

Investments October 31, 2008 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 96.4%

Shares

Value (000s)

HOTELS, RESTAURANTS & LEISURE - 4.6%

Hotels, Resorts & Cruise Lines - 4.6%

Starwood Hotels & Resorts Worldwide, Inc.

6,461,500

$ 145,642

REAL ESTATE INVESTMENT TRUSTS - 90.3%

REITs - Apartments - 17.0%

Apartment Investment & Management Co. Class A (c)(d)

5,197,391

76,038

BRE Properties, Inc. (c)

1,261,400

43,909

Camden Property Trust (SBI)

2,189,900

73,822

Equity Residential (SBI)

2,666,300

93,134

Home Properties, Inc. (c)(d)

1,657,600

67,116

Pennsylvania Real Estate Investment Trust (SBI)

1,085,000

13,725

UDR, Inc. (c)(d)

8,470,762

167,382

TOTAL REITS - APARTMENTS

535,126

REITs - Factory Outlets - 3.1%

Tanger Factory Outlet Centers, Inc. (c)(d)

2,742,780

99,206

REITs - Health Care Facilities - 11.0%

Cogdell Spencer, Inc.

140,000

1,680

Healthcare Realty Trust, Inc. (d)

3,711,100

94,819

Medical Properties Trust, Inc. (c)

695,100

5,130

Nationwide Health Properties, Inc. (c)

2,748,900

82,027

Ventas, Inc. (c)

4,528,800

163,309

TOTAL REITS - HEALTH CARE FACILITIES

346,965

REITs - Hotels - 0.8%

LaSalle Hotel Properties (SBI)

1,729,979

24,358

REITs - Industrial Buildings - 12.0%

Duke Realty LP (c)

3,600,000

50,796

ProLogis Trust

6,234,323

87,281

Public Storage

2,937,500

239,406

TOTAL REITS - INDUSTRIAL BUILDINGS

377,483

REITs - Malls - 10.2%

General Growth Properties, Inc.

7,462,000

30,893

Simon Property Group, Inc. (c)

4,347,160

291,391

TOTAL REITS - MALLS

322,284

Common Stocks - continued

Shares

Value (000s)

REAL ESTATE INVESTMENT TRUSTS - CONTINUED

REITs - Management/Investment - 1.8%

Digital Realty Trust, Inc. (c)

1,688,200

$ 56,521

REITs - Office Buildings - 20.5%

Alexandria Real Estate Equities, Inc. (c)

944,800

65,682

Boston Properties, Inc. (c)

2,720,700

192,843

Corporate Office Properties Trust (SBI) (c)(d)

4,265,606

132,618

Highwoods Properties, Inc. (SBI) (d)

3,587,870

89,051

SL Green Realty Corp. (d)

2,990,106

125,704

Sovran Self Storage, Inc. (d)

1,220,000

39,589

TOTAL REITS - OFFICE BUILDINGS

645,487

REITs - Shopping Centers - 13.9%

Cedar Shopping Centers, Inc.

1,940,200

18,548

Developers Diversified Realty Corp.

4,499,956

59,264

Inland Real Estate Corp. (d)

4,147,700

47,533

Kimco Realty Corp. (c)

3,094,182

69,867

Vornado Realty Trust (c)

3,417,000

241,069

TOTAL REITS - SHOPPING CENTERS

436,281

TOTAL REAL ESTATE INVESTMENT TRUSTS

2,843,711

REAL ESTATE MANAGEMENT & DEVELOPMENT - 1.5%

Real Estate Operating Companies - 1.5%

Brookfield Properties Corp.

4,674,600

47,167

TOTAL COMMON STOCKS

(Cost $4,039,960)

3,036,520

Money Market Funds - 9.4%

Shares

Value (000s)

Fidelity Cash Central Fund, 1.81% (a)

104,898,231

$ 104,898

Fidelity Securities Lending Cash Central Fund, 2.67% (a)(b)

191,233,268

191,233

TOTAL MONEY MARKET FUNDS

(Cost $296,131)

296,131

TOTAL INVESTMENT PORTFOLIO - 105.8%

(Cost $4,336,091)

3,332,651

NET OTHER ASSETS - (5.8)%

(183,247)

NET ASSETS - 100%

$ 3,149,404

Legend

(a) Affiliated fund that is 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.

(b) Investment made with cash collateral received from securities on loan.

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

(d) Affiliated company

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

$ 615

Fidelity Securities Lending Cash Central Fund

603

Total

$ 1,218

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:

Affiliates
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value,
end of
period

Apartment Investment & Management Co. Class A

$ 166,907

$ 11,229

$ -

$ 9,355

$ 76,038

Corporate Office Properties Trust (SBI)

159,311

19,030

9,525

1,669

132,618

Healthcare Realty Trust, Inc.

93,418

13,643

1,211

1,240

94,819

Highwoods Properties, Inc. (SBI)

93,349

31,775

-

1,087

89,051

Home Properties, Inc.

72,769

14,501

-

926

67,116

Inland Real Estate Corp.

69,408

-

7,268

1,042

47,533

SL Green Realty Corp.

202,108

51,898

25,332

2,059

125,704

Sovran Self Storage, Inc.

61,879

1,307

12,188

774

39,589

Tanger Factory Outlet Centers, Inc.

89,346

15,093

882

1,046

99,206

UDR, Inc.

193,976

39,531

15,877

2,982

167,382

Total

$ 1,202,471

$ 198,007

$ 72,283

$ 22,180

$ 939,056

Other Information

The following is a summary of the inputs used, as of October 31, 2008, involving the Fund's assets carried at 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 at the end of this listing.

Valuation Inputs at Reporting Date:

Description
(Amounts in thousands)

Total

Level 1

Level 2

Level 3

Investments in Securities

$ 3,332,651

$ 3,332,651

$ -

$ -

Income Tax Information

At October 31, 2008, the aggregate cost of investment securities for income tax purposes was $4,390,604,000. Net unrealized depreciation aggregated $1,057,953,000, of which $187,771,000 related to appreciated investment securities and $1,245,724,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

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 an independent pricing service on the primary market or exchange on which they are traded. 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. Investments in open-end mutual funds, including the Fidelity Central Funds, are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

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

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Devonshire Trust: Fidelity Real Estate Investment Portfolio's (the "Fund") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Fund is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Fund's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the Fund's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting.

Item 3. Exhibits

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Devonshire Trust

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 30, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Kenneth B. Robins

 

Kenneth B. Robins

 

President and Treasurer

 

 

Date:

December 30, 2008

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

December 30, 2008