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Fidelity Value Fund

Jan. 30, 2020

January 30, 2020

Cynthia Lo Bessette, Esq.
Fidelity Management & Research Company
245 Summer Street
Boston, MA 02210

Re: Fidelity Value Fund, a series of Fidelity Capital Trust (File No. 811-02841) — Omission of Shareholder Proposals Pursuant to Rule 14a-8

Dear Ms. Lo Bessette:

In a letter dated December 20, 2019, you advised the staff of the Division of Investment Management (the “Division”) that Fidelity Value Fund (the “Fund”) plans to omit from proxy materials for the Fund’s upcoming shareholder meeting, scheduled to be held on or about May 20, 2020, shareholder proposals (the “Proposals”) submitted to the Fund.

The Proposals request that the Board of Trustees of the Fund implement certain procedures to prevent the Fund from holding investments in companies that, in the judgment of the Fund’s management, substantially contribute to genocide or crimes against humanity. The Fund argues that the Proposals may be excluded from the proxy statement, as permitted by Rule 14a-8(f)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”), because the Fund is unable to confirm that the proponents (the “Proponents”) continue to be shareholders of the Fund and have continuously held the requisite amount of Fund shares since submitting the Proposals, as required by Rule 14a-8(b)(1) under the Exchange Act, and because the Proponents has not responded to the Fund’s requests to provide additional holdings information.

Based on the information you provided, there appears to be a basis for your view that the Proposals may be excluded in reliance on Rule 14a-8(b)(1).

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-6959.

Sincerely,

/s/ Edward P. Bartz
Edward P. Bartz
Senior Counsel

cc: Deborah Jacobson and James Maisels
Margaret Anne Thompson

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