|SECURITIES AND EXCHANGE COMMISSION                                                                                            
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|Washington, D.C. 20549                                                                                                        
|FORM N-1A                                                                                                                     
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|REGISTRATION STATEMENT (No. 002-24389)                                                                                        
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|and                                                                                                                           
|REGISTRATION STATEMENT (No. 811-01352)                                                                                        
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|Fidelity Devonshire Trust                                                                                                     
|(Exact Name of Registrant as Specified in Charter)                                                                            
|                                                                                                                              
|245 Summer Street, Boston, Massachusetts 02210                                                                                
|(Address Of Principal Executive Offices)      (Zip Code)                                                                      
|                                                                                                                              
|Registrant's Telephone Number:  617-563-7000                                                                                  
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|Scott C. Goebel, Secretary                                                                                                    
|245 Summer Street                                                                                                             
|Boston, Massachusetts 02210                                                                                                   
|(Name and Address of Agent for Service)                                                                                       
|                                                                                                                              
|It is proposed that this filing will become effective on April 1, 2014 pursuant to paragraph (a)(1) at 5:30 p.m.
Eastern Time.

Fidelity®Series Equity-Income Fund

Class/Ticker

Fidelity Series Equity-Income Fund/FNKLX

Shares of the fund are available for purchase only by mutual funds for which FMR or an affiliate serves as investment manager.

In this prospectus, the term "shares" (as it relates to the fund) means the class of shares offered through this prospectus.

Prospectus

<R>April 1, 2014</R>

bmh581477

---

# Contents

|Fund Summary               | (Click
Here) | Fidelity®Series Equity-Income Fund                              
|-------------------------- | ------------ | ----------------------------------------------------------------
|<R>Fund Basics             | (Click
Here) | Investment Details</R>                                          
|<R>                        | (Click
Here) | Valuing Shares</R>                                              
|<R>Shareholder Information | (Click
Here) | Additional Information about the Purchase and Sale of
Shares</R>
|<R>                        | (Click
Here) | Account Policies</R>                                            
|<R>                        | (Click
Here) | Dividends and Capital Gain Distributions</R>                    
|<R>                        | (Click
Here) | Tax Consequences</R>                                            
|<R>Fund Services           | (Click
Here) | Fund Management</R>                                             
|<R>                        | (Click
Here) | Fund Distribution</R>                                           
|<R>Appendix                | (Click
Here) | Financial Highlights</R>                                        
|<R>                        | (Click
Here) | Additional Index Information</R>                                

Prospectus

---

# Fund Summary

Fund/Class:Fidelity®Series Equity-Income Fund/Fidelity Series Equity-Income Fund

## Investment Objective

The fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation.

## Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

|Shareholder fees(fees paid directly from your investment) | None
|--------------------------------------------------------- | ----

<R>Annual  operating expenses(expenses that you pay each year as a % of the value of your investment)</R>

|<R>Management fee                        | [__]%</R>
|---------------------------------------- | ---------
|Distribution and/or Service (12b-1) fees | None     
|<R>Other expenses                        | [__]%</R>
|<R>[Acquired fund fees and expenses      | %]</R>   
|<R>Total annual operating expenses       | [__]%</R>

<R>[[X]Based on historical expenses, adjusted to reflect currentfees.]</R>

<R>[[X]Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.]</R>

<R>This example helps compare the cost of investing in the fund with the cost of investing in other  funds.</R>

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for
shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest
actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

|<R>1 year   | $</R>
|----------- | -----
|<R>3 years  | $</R>
|<R>5 years  | $</R>
|<R>10 years | $</R>

Prospectus

Fund Summary - continued

### Portfolio Turnover

<R>The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which
are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year,  the fund's
portfolio turnover rate was [__]% of the average value of its portfolio.</R>

## Principal Investment Strategies

- Normally investing at least 80% of assets in equity securities.
- Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks.
- Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities.
- Investing in domestic and foreign issuers.
- Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.
- <R>• Potentially using covered call options as tools in managing the fund's assets.</R>

## Principal Investment Risks

- <R>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory,
market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can
react differently to these developments.</R>
- Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
- Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory,
market, or economic developments and can perform differently from the U.S. market.
- Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield
debt securities) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of
the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to
adverse issuer, political, regulatory, market, or economic developments.
- "Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

Prospectus

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. You could lose money by investing in the fund.

## Performance

<R>The following information is intended to help you understand the risks of investing in the fund. The information illustrates the performance
of the fund's shares over the past year and compares the performance of the fund's shares to the performance of a securities market index over
various periods of time. The index description appears in the Additional Index Information section of the prospectus. Past performance (before
and after taxes) is not an indication of future performance.</R>

<R>Visit www.fidelity.com  for updated return information.</R>

### <R>Year-by-Year Returns</R>

|<R>Calendar Year |  |  |  |  |  |  |  |  |  | 2013</R>
|---------------- |  |  |  |  |  |  |  |  |  | --------
|<R>              |  |  |  |  |  |  |  |  |  | %</R>   

<R>bmh581490</R>

|<R>During the period shown in the chart: | Returns | Quarter ended</R>      
|---------------------------------------- | ------- | -----------------------
|<R>Highest Quarter Return                | __%     | [Month][Day],[Year]</R>
|<R>Lowest Quarter Return                 | __%     | [Month][Day],[Year]</R>

### <R>Average Annual Returns</R>

<R>After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of
state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement.[Return After Taxes on Distributions and Sale of
Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund
shares.]</R>

Prospectus

Fund Summary - continued

|<R>For the periods ended
December 31, 2013                                      | Past 1
year | Life of
fundA</R>
|------------------------------------------------------------------------------- | ----------- | -----------------
|<R>Fidelity Series Equity-Income Fund                                           |             | </R>             
|<R>Return Before Taxes                                                          | %           | %</R>            
|<R>Return After Taxes on Distributions                                          | %           | %</R>            
|<R>Return After Taxes on Distributions and Sale of Fund Shares                  | %           | %</R>            
|<R>Russell 3000®Value Index(reflects no deduction for fees, expenses, or taxes) | %           | %</R>            

<R>A From December 6, 2012.</R>

## <R>Investment Adviser</R>

<R>Fidelity Management & Research Company (FMR) (the Adviser) is the fund's manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.</R>

## Portfolio Manager(s)

James Morrow (portfolio manager) has managed the fund since December 2012.

## Purchase and Sale of Shares

<R>Shares are offered  only to certain other Fidelity funds.</R>

<R>The price to sell one share  is its net asset value per share (NAV). Shares will be sold at the NAV next calculated after an order is received in
proper form.</R>

<R></R>

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

The fund has no minimum investment requirement.

## Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may
also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later,
upon withdrawal of your investment from such account).

## <R>Payments to Broker-Dealers and Other Financial Intermediaries</R>

<R>The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks,
broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of
fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.</R>

Prospectus

---

# Fund Basics

## Investment Details

Investment Objective

<R>Fidelity Series Equity-Income Fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for
capital appreciation.</R>

Principal Investment Strategies

<R>The Adviser normally invests at least 80% of the fund's assets in equity securities. The Adviser normally invests the fund's assets primarily in
income-producing equity securities. The Adviser may also invest the fund's assets in other types of equity securities and debt securities, including lower-quality debt securities. The fund seeks a yield for its shareholders that exceeds the yield on the securities comprising the S&P 500®
Index.</R>

<R>The Adviser may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.</R>

<R>The Adviser's emphasis on above-average income-producing equity securities tends to lead to investments in large cap "value" stocks. However,
the Adviser is not constrained by any particular investment style. In buying and selling securities for the fund, the Adviser relies on fundamental
analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial condition, earnings
outlook, strategy, management, industry position, and economic and market conditions.</R>

<R>The Adviser may also use covered call options as tools in managing the fund's assets. By writing covered call options, the Adviser sells the
option to buy a security held by the fund at a specified price in exchange for a premium.</R>

<R>In addition to the principal investment strategies discussed above, the Adviser may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.</R>

<R>The Adviser may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.</R>

<R>If the Adviser's strategies do not work as intended, the fund may not achieve its objective.</R>

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks,
preferred stocks, convertible securities, and warrants.

<R>Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the
amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold
at a discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, money market securities, mortgage and other asset-backed securities, loans and loan participations, and other securities believed to have debt-like characteristics, including hybrids and synthetic securities.</R>

Prospectus

<R>Derivatives are investments whose values are tied to an underlying asset, instrument, currency, or index. Derivatives include options transactions such as call options (options to buy). Writing a call option involves writing (selling) an option on a security or other instrument, which
obligates the writer to sell the underlying security or instrument or to make a net cash settlement payment in return for a set price (the strike
price) upon the buyer's exercise of the option. The seller is paid a price (premium) for the option. A call option is "covered" if the underlying
security or instrument is held in a fund's portfolio at the time the option is written.</R>

Principal Investment Risks

<R>Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates
and in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of
securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level
of investment in the securities of that issuer. To the extent a fund writes covered call options on particular securities, it gives up some ability to
participate in price increases of the underlying securities. When you sell your shares they may be worth more or less than what you paid for them,
which means that you could lose money by investing in the fund.</R>

The following factors can significantly affect the fund's performance:

<R>Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including different
market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies in one sector
can react differently from those in another, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently
from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and
related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on
world economies and markets generally.</R>

<R>Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates.
In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities
and certain types of securities, such as mortgage securities and the securities of issuers in the financial services sector, can be more sensitive to
interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security's price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend
to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with
floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest
rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities
may react differently from other types of debt securities.</R>

Prospectus

Fund Basics - continued

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve
additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange
rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country
or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions
that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an
issuer or counterparty, which can affect a security's or instrument's credit quality or value. The value of securities of smaller, less well-known
issuers can be more volatile than that of larger issuers. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit
quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company,
political, or economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic difficulty.

"Value" Investing. "Value" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and
other types of stocks. "Value" stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, "value"
stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

Prospectus

<R>In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If the fund does so, different factors could affect its performance and the fund may not achieve its investment objective.</R>

### Fundamental Investment Policies

<R>The following is  fundamental, that is, subject to change only by shareholder approval:</R>

<R>Fidelity Series Equity-Income Fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for
capital appreciation.</R>

### Shareholder Notice

<R>The following  is subject to change only upon 60 days' prior notice to shareholders:</R>

<R>Fidelity Series Equity-Income Fund normally invests at least 80% of its assets in equity securities.</R>

## Valuing Shares

The fund is open for business each day the NYSE is open.

<R> NAV is the value of a single share. Fidelity normally calculates NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time.
The fund's assets normally are valued as of this time for the purpose of computing  NAV. Fidelity calculates NAV separately for each class of shares
of a multiple class fund.</R>

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the
Securities and Exchange Commission (SEC).

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets
may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

<R>NAV is calculated using the values of other open-end funds, if any, in which the fund invests  (referred to as underlying funds). Shares of
underlying funds are valued at their respective NAVs.  Other assets (as well as assets held by an underlying Fidelity non-money market fund) are
valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not
readily available or, in the Adviser's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser
in accordance with applicable fair value pricing policies. For example, if, in the Adviser's opinion, a security's value has been materially affected by
events occurring before a fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that
security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. Fair value pricing will be used for
high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.</R>

Prospectus

Fund Basics - continued

<R>Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in
overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of  NAV by short-term traders.</R>

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that
would be realized if the security were sold.

Prospectus

---

# Shareholder Information

## Additional Information about the Purchase and Sale of Shares

<R>As used in this prospectus, the term "shares" generally refers to the shares offered through this prospectus.</R>

### <R>Frequent Purchases and Redemptions</R>

The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders, including transactions deemed to represent
excessive trading, at any time.

<R>Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio
management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's
NAV.</R>

<R>Because the fund is primarily offered for investment only to certain other Fidelity funds, the potential for excessive or short-term disruptive
purchases and sales is reduced. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive
trading of fund shares and the fund accommodates frequent trading.</R>

<R>The fund has no limit on purchase transactions but may in its discretion restrict, reject, or cancel any purchases that, in the Adviser's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.</R>

<R>The fund  reserves the right at any time to restrict purchases or impose conditions that are more restrictive on excessive trading than those
stated in this prospectus.</R>

<R>The fund has no exchange privilege with any other fund.</R>

### Buying Shares

<R>Shares are offered only to certain other Fidelity funds.</R>

<R>The price to buy one share  is its NAV. Shares are sold without a sales charge.</R>

<R>Shares  will be bought at the NAV next calculated after an order is received in proper form.</R>

<R>Orders by funds of funds for which Fidelity  serves as investment manager will be treated as received by the fund at the same time that the
corresponding orders are received in proper form by the funds of funds.</R>

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

- All wires must be received in proper form by Fidelity at the fund's designated wire bank before the close of the Federal Reserve Wire System on
the day of purchase or you could be liable for any losses or fees the fund or Fidelity has incurred or for interest and penalties.
- Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled
and the monies may be withheld.

Prospectus

Shareholder Information - continued

### Selling Shares

<R>The price to sell one share  is its NAV.</R>

<R>Shares  will be sold at the NAV next calculated after an order is received in proper form. Normally, redemptions will be processed by the
next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the
fund.</R>

<R>Orders by funds of funds for which Fidelity  serves as investment manager will be treated as received by the fund at the same time that the
corresponding orders are received in proper form by the funds of funds.</R>

When you place an order to sell shares, note the following:

- Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the
NYSE is restricted, or as permitted by the SEC.
- <R>Redemption proceeds may be paid in securities or other property rather than in cash if the Adviser determines it is in the best interests of
the fund.</R>
- Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

## Account Policies

Fidelity will send monthly account statements detailing fund balances and all transactions completed during the prior month.

<R></R>

## Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain
distributions.

The fund normally pays dividends in April, July, October, and December and pays capital gain distributions in March and December.

<R>Any dividends and capital gain distributions will be automatically reinvested in additional shares.</R>

## Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged
retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as
ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital
gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period
requirements are met).

Prospectus

If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full
price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them.

Taxes on transactions. Your redemptions may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment
in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Prospectus

---

# Fund Services

## Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

<R>The Adviser is the fund's manager. The address of the Adviser and its affiliates, unless otherwise indicated below, is 245 Summer Street,
Boston, Massachusetts 02210.</R>

<R>As of December 31, 2012, the Adviser had approximately $1.0 billion in discretionary assets under management, and approximately $1.67
trillion when combined with all of its affiliates' assets under management.</R>

<R>As the manager, the Adviser has overall responsibility for directing the fund's investments and handling its business affairs.</R>

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

<R>FMRC is an affiliate of the Adviser. As of December 31, 2012, FMRC had approximately $684.7 billion in discretionary assets under management.</R>

<R>Other investment advisers assist the Adviser with foreign investments:</R>

- <R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom,
serves as a sub-adviser for the fund. As of December 31, 2012, FMR U.K. had approximately $17.7 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United Statesand may also provide investment advisory services for the fund. FMR U.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2012, FMR H.K. had approximately $7.6 billion in discretionary assets under management. FMR H.K.
may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services
for the fund. FMR H.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo,
Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide
investment advisory services for the fund. FMR Japan is an affiliate of the Adviser.</R>

James Morrow is portfolio manager of the fund, which he has managed since December 2012. He also manages other funds. Since joining Fidelity
Investments in 1999, Mr. Morrow has worked as a research analyst and portfolio manager.

The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and
any fund shares held by the portfolio manager.

Prospectus

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent
the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other
conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

<R>The fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets
throughout the month.</R>

<R>The group fee rate is based on the average net assets of all the mutual funds advised by FMR. For this purpose, the average net assets of
any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo, LLC are included. This rate cannot rise above
0.52%, and it drops as total assets under management increase.</R>

<R>For January 2014, the group fee rate was [__]%. The individual fund fee rate is 0.20%.</R>

<R>The total management fee for the fiscal year ended January 31, 2014, was [__]% of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.</R>

<R>The Adviser pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.</R>

<R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's
annual report for the fiscal period ended January 31, 2013 and in the fund's semi-annual report for the fiscal period ended July 31, 2013.</R>

<R>From  time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining  the ability to be repaid
if expenses fall below the specified limit prior to the end of the fiscal year.</R>

Reimbursement or waiver arrangements can decrease expenses and boost performance.

<R>[As of [__________], [__]%  of the fund's total outstanding shares was held by [FMR and/or another entity or entities of which FMR LLC
is the ultimate parent and/or] Fidelity funds.</R>

## Fund Distribution

The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

<R>The fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) with
respect to its shares that recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any
other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of shares of the fund and/or
shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those services.
Currently, the Board of Trustees of the fund has authorized such payments for shares of the fund.</R>

Prospectus

Fund Services - continued

<R>If payments made by the Adviser to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of a
class's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales
charges.</R>

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than
those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to
make such offer.

Prospectus

---

# Appendix

## Financial Highlights

<R>Financial Highlights are intended to help you understand the financial history of fund shares for the past 5 years (or, if shorter, the period of
operations). Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in shares (assuming reinvestment of all dividends and distributions). The annual information has been
audited by [Name of Auditor], independent registered public accounting firm, whose report, along with fund financial statements, is included in
the  annual report. Annual reports are available for free upon request.</R>

<R></R>

<R>[FinancialHighlightstobefiledbysubsequentamendment.]</R>

<R></R>

<R>AAdditionalIndexInformation</R>

<R>Russell 3000®Value Index is a market capitalization-weighted index designed to measure the performance of the broad value segment of the U.S. equity market. It includes those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth
rates.</R>

Prospectus

|IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For investors other than individuals:When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may
be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide
documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI
also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and
semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment
strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-800-544-8544. In addition, you may visit Fidelity's web site at
www.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

|The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web
site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C.
Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
Investment Company Act of 1940, File Number, 811-01352
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at
202-371-8300.

<R>Fidelity and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2014 FMR LLC. All rights reserved.</R>

The third-party marks appearing above are the marks of their respective owners.

<R>1.950988.103-a	EDT-PRO-0314</R>

Fidelity®Series Equity-Income Fund (FNKLX)

A Class of shares of Fidelity Series Equity-Income Fund

A Fund of Fidelity Devonshire Trust

STATEMENT OF ADDITIONAL INFORMATION

<R>April 1, 2014</R>

This statement of additional information (SAI) is not a prospectus. Portions of the fund's annual report are
incorporated herein. The annual report is supplied with this SAI.

<R>To obtain a free additional copy of the prospectus or SAI, dated April 1, 2014, or an annual report, please
call Fidelity at 1-800-544-8544 or visit Fidelity's web site at www.fidelity.com.</R>

<R>EDT-PTB-0314
1.950989.103-a</R>

bmh581492

TABLE OF CONTENTS

|                                         | PAGE            
|---------------------------------------- | ----------------
|Investment Policies and Limitations      | (Click
Here)    
|<R>Portfolio Transactions                | (Click
Here)</R>
|<R>Valuation                             | (Click
Here)</R>
|Buying and Selling Information           | (Click
Here)    
|<R>Distributions and Taxes               | (Click
Here)</R>
|Trustees and Officers                    | (Click
Here)    
|<R>Control of Investment Advisers        | (Click
Here)</R>
|<R>Management Contract                   | (Click
Here)</R>
|Proxy Voting Guidelines                  | (Click
Here)    
|Distribution Services                    | (Click
Here)    
|<R>Transfer and Service Agent Agreements | (Click
Here)</R>
|<R>Description of the Trust              | (Click
Here)</R>
|<R>Fund Holdings Information             | (Click
Here)</R>
|<R>Financial Statements                  | (Click
Here)</R>
|<R>Appendix                              | (Click
Here)</R>

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of the fund's assets that may be invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such
security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.

The fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.

The following are the fund's fundamental investment limitations set forth in their entirety.

Diversification

The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.

Senior Securities

The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.

Borrowing

The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

Underwriting

The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.

Concentration

The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements
collateralized by U.S. Government securities, Fidelity Management & Research Company (FMR) looks through to the U.S. Government securities.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in Fidelity® Money Market
Central Fund and/or any non-money market central fund, FMR looks through to the holdings of the central fund.

For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer
and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification provider used by FMR does not assign a classification.

Real Estate

The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate
business).

Commodities

The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but
this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments
backed by physical commodities).

Loans

The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.

The following investment limitations are not fundamental and may be changed without shareholder approval.

Short Sales

The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

Margin Purchases

The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.

Borrowing

The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated
as borrowings for purposes of the fundamental borrowing investment limitation).

Illiquid Securities

The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

Loans

The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the
fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) assuming
any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of
debt instruments.)

In addition to the fund's fundamental and non-fundamental investment limitations discussed above:

For the fund's limitations on futures and options transactions, see the section entitled "Futures, Options, and Swaps" on page (Click Here).

The following pages contain more detailed information about types of instruments in which the fund may invest, techniques the fund's
adviser (or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. The fund's adviser (or a
sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its
goal. However, the fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do
so might benefit the fund.

On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "an
adviser" or "the adviser" may relate to the fund's adviser or a sub-adviser, as applicable.

Affiliated Bank Transactions. A Fidelity fund may engage in transactions with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings.
In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.

Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including
changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to
prepayment risk.

Borrowing. If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be considered a form of leverage.

Cash Management. A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase
agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only) shares of Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.

Central Funds are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients. Central
funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related
to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the
portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those funds.

<R>Commodity Futures Trading Commission (CFTC) Notice of Exclusion. The trust, on behalf of the Fidelity fund to which this SAI
relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to the fund's
operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO. However, the CFTC
has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to
regulation by the CFTC. As of the date of this SAI, the adviser does not expect to register as a CPO of the fund. However, there is no certainty
that a fund or its adviser will be able to rely on an exclusion in the future as the fund's investments change over time. A fund may determine not
to use investment strategies that trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. If a
fund or its adviser operates subject to CFTC regulation, it may incur additional expenses.</R>

Common Stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock, although related proceedings can take time to resolve and results can be unpredictable.

Convertible Securities are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer)
into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may
also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be received upon
conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in
the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will
tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types
of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for
loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same
extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality
securities.

Exchange Traded Funds (ETFs) are shares of other investment companies, commodity pools, or other entities that are traded on an exchange. Typically, assets underlying the ETF shares are stocks, though they may also be commodities or other instruments. An ETF may seek
to replicate the performance of a specified index or may be actively managed.

Typically, ETF shares are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse
ETFs (also called "short ETFs" or "bear ETFs"), ETF shares are expected to increase in value as the value of the underlying benchmark decreases. Inverse ETFs seek to deliver the opposite of the performance of the benchmark they track and are often marketed as a way for investors
to profit from, or at least hedge their exposure to, downward moving markets. Investments in inverse ETFs are similar to holding short positions in the underlying benchmark.

ETF shares are redeemable only in large blocks (typically, 50,000 shares) often called "creation units" by persons other than a fund, and are
redeemed principally in-kind at each day's next calculated net asset value per share (NAV). ETFs typically incur fees that are separate from
those fees incurred directly by a fund. A fund's purchase of ETFs results in the layering of expenses, such that the fund would indirectly bear a
proportionate share of any ETF's operating expenses. Further, while traditional investment companies are continuously offered at NAV, ETFs
are traded in the secondary market (e.g., on a stock exchange) on an intra-day basis at prices that may be above or below the value of their
underlying portfolios.

Some of the risks of investing in an ETF that tracks an index are similar to those of investing in an indexed mutual fund, including tracking
error risk (the risk of errors in matching the ETF's underlying assets to the index or other benchmark); and the risk that because an ETF is not
actively managed, it cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Other ETF risks include
the risk that ETFs may trade in the secondary market at a discount from their NAV and the risk that the ETFs may not be liquid. ETFs also may
be leveraged. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they track and use derivatives in an
effort to amplify the returns (or decline, in the case of inverse ETFs) of the underlying index or benchmark. While leveraged ETFs may offer
the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater. Most leveraged and inverse
ETFs "reset" daily, meaning they are designed to achieve their stated objectives on a daily basis. Leveraged and inverse ETFs can deviate
substantially from the performance of their underlying benchmark over longer periods of time, particularly in volatile periods.

Exchange Traded Notes (ETNs) are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines aspects of both bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset minus fees and
expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held
until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or other reference asset to
which the ETN is linked minus certain fees. Unlike regular bonds, ETNs typically do not make periodic interest payments and principal typically is not protected.

<R>ETNs also incur certain expenses not incurred by their applicable index. The market value of an ETN is determined by supply and
demand, the current performance of the index or other reference asset, and the credit rating of the ETN issuer. The market value of ETN shares
may differ from their intraday indicative value. The value of an ETN may also change due to a change in the issuer's credit rating. As a result,
there may be times when an ETN's share trades at a premium or discount to its NAV. Some ETNs that use leverage in an effort to amplify the
returns of an underlying index or other reference asset can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a
fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are
greater.</R>

Exposure to Foreign and Emerging Markets. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

<R>Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or
adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate
assets or convert currency into U.S. dollars, or other government intervention. From time to time, a fund's adviser and/or its affiliates may
determine that, as a result of regulatory requirements that may apply to the adviser and/or its affiliates due to investments in a particular country,
investments in the securities of issuers domiciled or listed on trading markets in that country above certain thresholds (which may apply at the
account level or in the aggregate across all accounts managed by the adviser and its affiliates) may be impractical or undesirable. In such
instances, the adviser may limit or exclude investment in a particular issuer, and investment flexibility may be restricted. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that a fund's adviser will be able to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.</R>

It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S.
issuers. Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be
released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased investment or valuation
risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or
foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than with U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform accounting,
auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a
timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies
than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal
rights in foreign countries.

Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such
restrictions.

American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to
many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and
economic risks of the underlying issuer's country.

The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and
economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks of nationalization
of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights
than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making
prompt liquidation of holdings difficult or impossible at times.

Foreign Currency Transactions. A fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering
into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer
may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to
the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate
on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange.

The following discussion summarizes the principal currency management strategies involving forward contracts that could be used by a
fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same
purposes. Forward contracts not calling for physical delivery of the underlying instrument will be settled through cash payments rather than
through delivery of the underlying currency. All of these instruments and transactions are subject to the risk that the counterparty will default.

A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the
date a security denominated in a foreign currency is purchased or sold and the date on which payment is made or received. Entering into a
forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of
U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used to protect a
fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet
been selected.

A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in a foreign currency.
For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge," would tend
to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A fund could
also attempt to hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency
exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform
similarly to the currency in which the hedged securities are denominated.

A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure
from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a
"cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased,
much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. A fund may
cross-hedge its U.S. dollar exposure in order to achieve a representative weighted mix of the major currencies in its benchmark index and/or to
cover an underweight country or region exposure in its portfolio. Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it purchases.

Successful use of currency management strategies will depend on an adviser's skill in analyzing currency values. Currency management
strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to a fund if
currencies do not perform as an adviser anticipates. For example, if a currency's value rose at a time when a fund had hedged its position by
selling that currency in exchange for dollars, the fund would not participate in the currency's appreciation. If a fund hedges currency exposure
through proxy hedges, the fund could realize currency losses from both the hedge and the security position if the two currencies do not move in
tandem. Similarly, if a fund increases its exposure to a foreign currency and that currency's value declines, the fund will realize a loss. Foreign
currency transactions involve the risk that anticipated currency movements will not be accurately predicted and that a fund's hedging strategies
will be ineffective. Moreover, it is impossible to precisely forecast the market value of portfolio securities at the expiration of a foreign currency
forward contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expenses of such
transaction), if an adviser's predictions regarding the movement of foreign currency or securities markets prove inaccurate.

A fund may be required to limit its hedging transactions in foreign currency forwards, futures, and options in order to maintain its classification as a "regulated investment company" under the Internal Revenue Code (Code). Hedging transactions could result in the application of the
mark-to-market provisions of the Code, which may cause an increase (or decrease) in the amount of taxable dividends paid by a fund and could
affect whether dividends paid by a fund are classified as capital gains or ordinary income. A fund will cover its exposure to foreign currency
transactions with liquid assets in compliance with applicable requirements. There is no assurance that an adviser's use of currency management strategies will be advantageous to a fund or that it will employ currency management strategies at appropriate times.

Options and Futures Relating to Foreign Currencies. Currency futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most
currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains
the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

The uses and risks of currency options and futures are similar to options and futures relating to securities or indexes, as discussed below. A
fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different
foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or forward
contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the
value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in the Yen, but will not
protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over time.

Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of the fund to reduce
foreign currency risk using such options.

Fund's Rights as an Investor. Fidelity funds do not intend to direct or administer the day-to-day operations of any company. A fund may,
however, exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to a company's management, board of directors, and shareholders, and holders of a company's other securities when such matters could have a significant effect on the
value of the fund's investment in the company. The activities in which a fund may engage, either individually or in conjunction with others,
may include, among others, supporting or opposing proposed changes in a company's corporate structure or business activities; seeking
changes in a company's directors or management; seeking changes in a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting the filing of a bankruptcy petition; or
foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to litigation and it is possible that a fund could
be involved in lawsuits related to such activities. Such activities will be monitored with a view to mitigating, to the extent possible, the risk of
litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation
against a fund will not be undertaken or liabilities incurred. The fund's proxy voting guidelines are included in this SAI.

Futures, Options, and Swaps. The success of any strategy involving futures, options, and swaps depends on an adviser's analysis of many
economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts
discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to
exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its portfolio securities
and its investment performance could be primarily dependent upon securities it does not own.

Fidelity® Series Equity-Income Fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than
25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put
options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would
exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call
options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or
traded together with their underlying securities, and do not apply to structured notes.

The limitations on the fund's investments in futures contracts, options, and swaps, and the fund's policies regarding futures contracts, options, and swaps may be changed as regulatory agencies permit.

The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures, options
on futures, and forward contracts.

Futures Contracts. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the
contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities or
commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign indexes for funds that seek foreign exposure). Futures on indexes and futures not calling for physical delivery of the underlying instrument will
be settled through cash payments rather than through delivery of the underlying instrument. Futures can be held until their delivery dates, or can
be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by
closing out its futures contracts.

The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it
had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to
move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend to offset both positive
and negative market price changes, much as if the underlying instrument had been sold.

The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying instrument
or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. If
the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in
value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in a fund's
NAV. The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not represent a borrowing or loan by a
fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the fund's contract expired. In the event
of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in
proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is also required to segregate
liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin and variation margin, if any.

Although futures exchanges generally operate similarly in the United States and abroad, foreign futures exchanges may follow trading,
settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United States may not
involve a clearing mechanism or related guarantees and may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member, or other party that may owe initial or variation margin to a fund.
Because initial and variation margin payments may be measured in foreign currency, a futures contract traded outside the United States may
also involve the risk of foreign currency fluctuation.

There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily
price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a
given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into
new positions or close out existing positions. The daily limit governs only price movements during a particular trading day and therefore does
not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of
positions and subjecting some holders of futures contracts to substantial losses.

If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of
unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its
value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may be heightened for
commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments such as stocks and
bonds.

Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not
track the performance of the fund's other investments.

Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in
how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures
contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that
are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated
with the purchase of the physical commodity.

Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to
the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such futures contracts,
the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the
anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the
markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.

Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options
have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or
commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange or OTC. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the
purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike
price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or may be
settled through cash payments. A purchaser may also terminate a put option position by closing it out in the secondary market at its current
price, if a liquid secondary market exists.

The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium, plus related transaction costs).

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right (but
not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls.
At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost of the
option.

The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium,
the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses
to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while
the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin
payments to an FCM as described above for futures contracts.

If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of
the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it
should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would expect to suffer a loss. This
loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as
applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put
options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a
call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying
instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.

Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close out
the put or call option on the secondary market may move more or less than the price of the related security.

There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively low
trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward
more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be
impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits
or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position
until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options positions could
also be impaired.

Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike
price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the
option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options
generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the
exchanges where they are traded.

Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on
the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to
reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to open and close out.

A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap gives a
party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a
specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a
greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap. When a fund purchases
an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However,
when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying
agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the
underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on
the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."

Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not
track the performance of the fund's other investments.

Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in
how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or
sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate
for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are
not offset by gains in other investments.

<R>Swap Agreements. Swap Agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are
transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a
central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or more
payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or
instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be exchanged between
the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed.</R>

<R>Swap agreements can take many different forms and are known by a variety of names. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements
are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price. Certain standardized
swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a clearinghouse and by a clearing
member FCM may be in excess of the collateral required to be posted by a fund to support its obligations under a similar uncleared swap. It is
expected, however, that regulators will adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the
near future, which could reduce the distinction.</R>

<R>A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the
market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof)
during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an
interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use total
return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.</R>

In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection
seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified
credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference
entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an
unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets
without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.

Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement
calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller, the
fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a fund is the
credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller.

If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially
resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap agreements
only with counterparties that meet certain standards of creditworthiness.

A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a
swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited
temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the
counterparty.

Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A fund
bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic
factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio
investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment,
which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also
reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex
and often valued subjectively.

<R>Hybrid and Preferred Securities. A hybrid security may be a debt security, warrant, convertible security, certificate of deposit or
other evidence of indebtedness on which the value of the interest on or principal of which is determined by reference to changes in the value of a
reference instrument or financial strength of a reference entity (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, index, or business entity such as a financial institution). Preferred securities may take the form of preferred stock and represent an
equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of
dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds generally take precedence over the claims
of those who own preferred and common stock.</R>

<R>The risks of investing in hybrid and preferred securities reflect a combination of the risks of investing in securities, options, futures and
currencies. An investment in a hybrid or preferred security may entail significant risks that are not associated with a similar investment in a
traditional debt or equity security. The risks of a particular hybrid or preferred security will depend upon the terms of the instrument, but may
include the possibility of significant changes in the value of any applicable reference instrument. Such risks may depend upon factors unrelated
to the operations or credit quality of the issuer of the hybrid or preferred security. Hybrid and preferred securities are potentially more volatile
and carry greater market and liquidity risks than traditional debt or equity securities. Also, the price of the hybrid or preferred security and any
applicable reference instrument may not move in the same direction or at the same time. In addition, because hybrid and preferred securities
may be traded over-the-counter or in bilateral transactions with the issuer of the security, hybrid and preferred securities may be subject to the
creditworthiness of the counterparty of the security and their values may decline substantially if the counterparty's creditworthiness deteriorates. In addition, uncertainty regarding the tax and regulatory treatment of hybrid and preferred securities may reduce demand for such securities and tax and regulatory considerations may limit the extent of a fund's investments in certain hybrid and preferred securities.</R>

Illiquid Securities cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may be costly to a fund.

Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and, through
reports from the fund's adviser, the Board monitors investments in illiquid securities.

Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature
of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer,
any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to
dispose of the security, and the ability to assign or offset the rights and obligations of the security).

Increasing Government Debt. The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.

A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able to
make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can
prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.

On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to "AA+"
from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+," there is no
guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings Services stated that
its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices
and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings
Services decisions to downgrade the long-term sovereign credit rating of the United States.

Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by
reference to a specific instrument, statistic, or measure.

Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as well
as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the indexes.

Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of
direct ownership.

Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed,
and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and
certain U.S. Government agencies.

Insolvency of Issuers, Counterparties, and Intermediaries.Issuers of fund portfolio securities or counterparties to fund transactions that
become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased
illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets,
where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy laws differ
from those of the U.S.

As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities and
the results of related proceedings can be unpredictable.

If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights against the
counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate
a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending transactions. If an intermediary
becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also
take time to resolve, which may result in illiquid positions.

Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates. A Fidelity fund will borrow through the program only when the costs are
equal to or lower than the costs of bank loans. A Fidelity fund will lend through the program only when the returns are higher than those
available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A Fidelity fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional
borrowing costs.

Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security
interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess
speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated but considered to be of equivalent
quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade debt security, an adviser may take into
account normal settlement periods.

Loans and Other Direct Debt Instruments. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables),
or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower
on demand. A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation
from a lender or other purchaser of a participation.

Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely
affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's obligation, or that
the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly
speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for the repayment of the debt
may be unable, or unwilling, to pay interest and repay principal when due.

Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve
additional risks. For example, if a loan is foreclosed, the lender/purchaser could become part owner of any collateral, and would bear the costs
and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender
liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or
other intermediary.

A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the
borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the
benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and
delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.

Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate lenders/purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a lender/purchaser to increase
its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the
amount will ever be repaid.

For a Fidelity fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the fund
generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank
or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may
restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different companies and industries.

Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect
to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve
greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may
fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may
follow periods of rising interest rates.

The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality
debt securities and the ability of outside pricing services to value lower-quality debt securities.

Because the risk of default is higher for lower-quality debt securities, research and credit analysis are an especially important part of managing
securities of this type. Such analysis may focus on relative values based on factors such as interest or dividend coverage, asset coverage, earnings
prospects, and the experience and managerial strength of the issuer, in an attempt to identify those issuers of high-yielding securities whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future.

A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.

Mortgage Securities are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a
range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical
bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties.
Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual
securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by
the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie
Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae
and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by
the full faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition,
regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer
higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage
securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response
to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current
interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on
underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in
interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.

A fund may seek to earn additional income by using a trading strategy (commonly known as "mortgage dollar rolls" or "reverse mortgage
dollar rolls") that involves selling (or buying) mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase (or sell) mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not
be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that are
permissible investments for the fund. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a
fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the securities or if
the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to
repurchase or sell securities may be limited. This trading strategy may increase interest rate exposure and result in an increased portfolio turnover
rate which increases costs and may increase taxable gains.

<R></R>

Real Estate Investment Trusts. Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts
make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the
environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code
and failing to maintain exemption from the 1940 Act.

Reforms and Government Intervention in the Financial Markets. Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S.
Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments
of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are
uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that
affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may
also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in
certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments.

The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by
increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or
foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.

Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of
the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate
account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The
value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition,
delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its
right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.

Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities
Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may
increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.

Securities Lending. A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.

Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the ability to obtain
the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to
return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned
or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities
loaned, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below
the value of the replacement investment by the time the replacement investment is purchased. For a Fidelity fund, loans will be made only to
parties deemed by the fund's adviser to be in good standing and when, in the adviser's judgment, the income earned would justify the risks.

Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund.
Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.

<R>Securities of Other Investment Companies,including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio
management fees and operating expenses. Fees and expenses incurred indirectly by a fund as a result of its investment in shares of one or
more other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a separate line item in a
fund's prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment
companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a
premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.</R>

The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in such
securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of such
securities and the possibility that the fund's long-term returns on such securities will be diminished.

The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.

Short Sales. Stocks underlying a fund's convertible security holdings can be sold short. For example, if a fund's adviser anticipates a decline in the price of the stock underlying a convertible security held by the fund, it may sell the stock short. If the stock price subsequently
declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of the convertible security. Fidelity funds that employ this strategy generally intend to hedge no more than 15% of total assets with short sales on equity
securities underlying convertible security holdings under normal circumstances.

A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs, including
interest expenses, in connection with opening, maintaining, and closing short sales.

Structured Securities (also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined
by an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to changes in
the value of a reference instrument (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, or index) or the
relative change in two or more reference instruments. A structured security may be positively, negatively, or both positively and negatively
indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or
interest rate may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable
with respect to, or the interest rate of, a structured security may be calculated as a multiple of the percentage change (positive or negative) in the
value of the underlying reference instrument(s); therefore, the value of such structured security may be very volatile. Structured securities may
entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional
debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterparty's creditworthiness deteriorates.

<R>Temporary Defensive Policies.</R>

<R> Fidelity Series Equity-Income Fund reserves the right to invest without limitation in preferred stocks and investment-grade debt instruments for temporary, defensive purposes.</R>

Transfer Agent Bank Accounts. Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.

If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the fund when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any
balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are
investment risks of the fund. The fund faces the risk of loss of these balances if the bank becomes insolvent.

Warrants. Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be
more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the
assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants
more speculative than other types of investments.

Zero Coupon Bonds do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase
price and its face value is considered income.

PORTFOLIO TRANSACTIONS

Orders for the purchase or sale of portfolio securities are placed on behalf of the fund by FMR pursuant to authority contained in the management contract. To the extent that FMR grants investment management authority to a sub-adviser (see the section entitled "Management
Contract"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with
the policies described in this section.

FMR or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.

The fund will not incur any commissions or sales charges when it invests in shares of open-end investment companies (including any underlying central funds), but it may incur such costs when it invests directly in other types of securities.

Purchases and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their
services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities
traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in
both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network
(ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.

Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although
there is no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes
the disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the
spread between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in
underwritten fixed price offerings.

The Trustees of the fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio securities transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods of time to
determine if it was reasonable in relation to the benefits to the fund.

FMR.

The Selection of Securities Brokers and Dealers

FMR or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMR, to execute the fund's portfolio securities
transactions, FMR or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMR's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMR or its affiliates may
choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMR or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMR or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMR or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FMR or its
affiliates also may select a broker that charges more than the lowest available commission rate available from another broker. FMR or its
affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to
a second broker where a client does not permit trading with an affiliate of FMR or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection
of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMR or its affiliates may choose to
execute futures transactions electronically.

FMR may enter into trading services agreements with its affiliates to facilitate transactions in non-United States markets.

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMR) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and
research products and services supplement FMR's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMR or its affiliates do not use fund commissions to pay for products or services that do not
qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMR. FMR's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FMR or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services that FMR or its affiliates receive are furnished by brokers on their own initiative,
either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services
may be provided at no additional cost to FMR or its affiliates or have no explicit cost associated with them. In addition, FMR or its affiliates
may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may
be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.

FMR's Decision-Making Process. In connection with the allocation of fund brokerage, FMR or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMR or its affiliates, viewed in terms of the particular transaction for the fund or FMR's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMR or its affiliates have investment discretion; however,
each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While FMR or its
affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether
compensation paid is reasonable, neither FMR, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to pay for any
brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these
brokerage and research products and services assist FMR or its affiliates in terms of their overall investment responsibilities to the fund or any
other investment companies and investment accounts for which FMR or its affiliates have investment discretion. Certain funds or investment
accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.

Research Contracts. FMR or its affiliates have arrangements with certain third-party research providers and brokers through whom FMR
or its affiliates effect fund trades, whereby FMR or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMR or its affiliates may
still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research products and
services to FMR or its affiliates, or that may be available from another broker. FMR or its affiliates view hard dollar payments for research
products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar arrangements the
commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMR's or its affiliates' determination to
pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's or its affiliates'
part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMR or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements
with FMR or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund to
offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMR or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS), with whom they are under
common control, provided FMR or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms. In addition, FMR or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

FMR Co., Inc. (FMRC).

The Selection of Securities Brokers and Dealers

FMRC or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMRC, to execute the fund's portfolio securities
transactions, FMRC or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMRC's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMRC or its affiliates
may choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMRC or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMRC or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMRC or its affiliates may select a broker that uses a trading
method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate.
FMRC or its affiliates also may select a broker that charges more than the lowest available commission rate available from another broker.
FMRC or its affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related
commissions to a second broker where a client does not permit trading with an affiliate of FMRC or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMRC or its
affiliates may choose to execute futures transactions electronically.

FMRC may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets.

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMRC) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMRC or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMRC or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FMRC's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMRC or its affiliates do not use fund commissions to pay for products or services that do
not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMRC's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMRC or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMRC. FMRC's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage
and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their
own resources. To minimize the potential for conflicts of interest, the trading desks through which FMRC or its affiliates may execute trades
are instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage
and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is
managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the brokerage and research products and services that FMRC or its affiliates receive are furnished by brokers on their own
initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or
services may be provided at no additional cost to FMRC or its affiliates or have no explicit cost associated with them. In addition, FMRC or its
affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or
services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall
services.

FMRC's Decision-Making Process. In connection with the allocation of fund brokerage, FMRC or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMRC or its affiliates, viewed in terms of the particular transaction for the fund or FMRC's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMRC or its affiliates have investment discretion;
however, each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While
FMRC or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining
whether compensation paid is reasonable, neither FMRC, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to
pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise.
Typically, these brokerage and research products and services assist FMRC or its affiliates in terms of their overall investment responsibilities
to the fund or any other investment companies and investment accounts for which FMRC or its affiliates have investment discretion. Certain
funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit
other funds or accounts managed by FMRC or its affiliates.

Research Contracts. FMRC or its affiliates have arrangements with certain third-party research providers and brokers through whom
FMRC or its affiliates effect fund trades, whereby FMRC or its affiliates may pay with fund commissions or hard dollars for all or a portion of
the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMRC or its
affiliates may still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research
products and services to FMRC or its affiliates, or that may be available from another broker. FMRC or its affiliates view hard dollar payments
for research products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar
arrangements the commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMRC's or its affiliates' determination to pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on
FMRC's or its affiliates' part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMRC or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMRC) who have entered into arrangements
with FMRC or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund
to offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMRC or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided FMRC
or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of non-affiliated, qualified brokerage
firms. In addition, FMRC or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMRC to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

Commissions Paid

A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The
amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.

<R>For the fiscal periods ended January 31, 2014 and 2013, the fund's portfolio turnover rates were [__]% and [__]% [(annualized)],
respectively. Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions,
and/or changes in FMR's investment outlook.</R>

<R>[During the fiscal year ended  January 31, 2014, the fund held securities issued by one or more of its regular brokers or dealers or a
parent company of its regular brokers or dealers. The following table shows the aggregate value of the securities of the regular broker or dealer
or parent company held by the fund as of the fiscal year ended January 31, 2014.]</R>

|Fund                                  | Regular Broker or Dealer           | Aggregate Value ofSecurities Held
|------------------------------------- | ---------------------------------- | ---------------------------------
|<R>Fidelity Series Equity-Income Fund | [Name of Regular Broker or Dealer] | $	</R>                           
|<R>                                   | [Name of Regular Broker or Dealer] | $	</R>                           

<R>[For the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid no brokerage
commissions.]</R>

<R>[The following table shows the total amount of brokerage commissions paid by the fund, comprising commissions paid on securities
and/or futures transactions, as applicable, for the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31,
2013. The total amount of brokerage commissions paid is stated as a dollar amount and a percentage of the fund's average net assets.]</R>

|<R>Fiscal Year
EndedJanuary 31 |  | DollarAmount | Percentage of
AverageNet Assets</R>
|------------------------------ |  | ------------ | -----------------------------------
|<R>2014                        |  | $            | %</R>                              
|<R>2013A                       |  | $            | %</R>                              

A	Fund commenced operations on December 6, 2012.

<R>During the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid brokerage
commissions of $[__]and $[__], respectively, to NFS. NFS is paid on a commission basis. During the fiscal year ended January 31, 2014, this
amounted to approximately [__]% of the aggregate brokerage commissions paid by the fund for transactions involving approximately [__]%
of the aggregate dollar amount of transactions for which the fund paid brokerage commissions. [The difference between the percentage of
aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS is a result of
the low commission rates charged by NFS.] [The difference between the percentage of aggregate brokerage commissions paid to, and the
percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low price of certain securities.] [The
difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low price of certain securities. The difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low
rate of commissions paid on futures transactions.]</R>

<R>[During the fiscal year ended January 31, 2014, the fund paid $[__] in brokerage commissions to firms that may have provided research or brokerage services involving approximately $[__] of transactions. ][During the fiscal year ended January 31, 2014, the fund paid
no brokerage commissions to firms for providing research or brokerage services.] [For the twelve-month period ended December 31, 2013,
$[__] of the fund's brokerage commissions were allocated for research or brokerage services.] [During the twelve-month period ended December 31, 2013, the fund did not allocate brokerage commissions to firms for providing research or brokerage services.]</R>

VALUATION

<R> NAV is the value of a single share. NAV  is computed by adding a class's pro rata share of the value of the fund's investments, cash, and
other assets, subtracting the class's pro rata share of the fund's liabilities, subtracting the liabilities allocated to the class, and dividing the result
by the number of shares of that class that are outstanding.</R>

The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation oversight responsibilities to FMR.
FMR has established the FMR Fair Value Committee (FMR Committee) to fulfill these oversight responsibilities.

<R>Shares of open-end investment companies (including any underlying central funds) held by a fund are valued at their respective NAVs.
If an underlying fund's NAV is unavailable, shares of that underlying fund will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies.</R>

<R>Portfolio securities and assets held by an underlying money market central fund are valued on the basis of amortized cost. Generally,
other portfolio securities and assets held by a fund, as well as portfolio securities and assets held by an underlying non-money market central
fund, are valued as follows:</R>

Most equity securities are valued at the official closing price or the last reported sale price or, if no sale has occurred, at the last quoted bid
price on the primary market or exchange on which they are traded.

Debt securities and other assets for which market quotations are readily available may be valued at market values in the principal market in
which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities
may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques.

Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing
service are not readily available are valued at amortized cost, which approximates current value.

Futures contracts are valued at the settlement or closing price. Options are valued at their market quotations, if available. Swaps are valued
daily using quotations received from independent pricing services or recognized dealers.

Prices described above are obtained from pricing services that have been approved by the Board of Trustees. A number of pricing services
are available and the funds may use more than one of these services. The funds may also discontinue the use of any pricing service at any time.
FMR engages in oversight activities with respect to the fund's pricing services, which includes, among other things, testing the prices provided
by pricing services prior to calculation of a fund's NAV, conducting periodic due diligence meetings, and periodically reviewing the methodologies and inputs used by these services.

Foreign securities and instruments are valued in their local currency following the methodologies described above. Foreign securities,
instruments and currencies are translated to U.S. dollars, based on foreign currency exchange rate quotations supplied by a pricing service as of
the close of the New York Stock Exchange (NYSE), which uses a proprietary model to determine the exchange rate. Forward foreign currency
exchange contracts are valued at an interpolated rate based on days to maturity between the closest preceding and subsequent settlement period
reported by the third party pricing service.

Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service are
not readily available or, in the opinion of the FMR Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee
in accordance with applicable fair value pricing policies. For example, if, in the opinion of the FMR Committee, a security's value has been
materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is
principally traded, that security will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee may consider factors including price movements in futures contracts and ADRs, market
and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading.

BUYING AND SELLING INFORMATION

The fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures
approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this
purpose as they are valued in computing the class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain
or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other
property.

The fund, in its discretion, may determine to issue its shares in kind in exchange for securities held by the purchaser having a value, determined in accordance with the fund's policies for valuation of portfolio securities, equal to the purchase price of the fund shares issued. The fund
will accept for in-kind purchases only securities or other instruments that are appropriate under its investment objective and policies. In addition, the fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not
subject to restrictions on resale. All dividends, distributions, and subscription or other rights associated with the securities become the property
of the fund, along with the securities. Shares purchased in exchange for securities in kind generally cannot be redeemed for fifteen days following the exchange to allow time for the transfer to settle.

DISTRIBUTIONS AND TAXES

Dividends. A portion of the fund's income may qualify for the dividends-received deduction available to corporate shareholders, but it is
unlikely that all of the fund's income will qualify for the deduction. A portion of the fund's dividends, when distributed to individual shareholders, may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

Capital Gain Distributions. The fund's long-term capital gain distributions are federally taxable to shareholders generally as capital
gains.

<R>[January 31, 2014, the fund had an aggregate capital loss carryforward of approximately $[____]. This loss carryforward, [none of
which will expire/all of which will expire on January 31, [year]/ of which $[___], $[___], and $[___]will expire on January 31, [year], [year],
and [year] , respectively[, and $___ of which will not expire]], is available to offset future capital gains]. Under provisions of the Internal
Revenue Code and related regulations, [a fund must use losses that do not expire before it uses losses that do expire, and] a fund's ability to
utilize its capital loss carryforwards in a given year or in total may be limited.]</R>

Returns of Capital. If the fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of
the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will
generally not be taxable, but will reduce each shareholder's cost basis in the fund and result in a higher reported capital gain or lower reported
capital loss when those shares on which the distribution was received are sold.

Foreign Tax Credit or Deduction. Foreign governments may impose withholding taxes on dividends and interest earned by the fund with
respect to foreign securities held directly by the fund. Foreign governments may also impose taxes on other payments or gains with respect to
foreign securities held directly by the fund. Because the fund does not currently anticipate that securities of foreign issuers or underlying regulated investment companies will constitute more than 50% of its total assets at the end of its fiscal year, or fiscal quarter, respectively, shareholders should not expect to be eligible to claim a foreign tax credit or deduction on their federal income tax returns with respect to foreign taxes
withheld.

Tax Status of the Fund. The fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, the fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis (if the fiscal year is
other than the calendar year), and intends to comply with other tax rules applicable to regulated investment companies.

Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the
sale of shares of the fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may be
subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should consult
their tax advisers to determine whether the fund is suitable to their particular tax situation.

TRUSTEES AND OFFICERS

<R>The Trustees, Member of the Advisory Board, and  officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees [__] funds. Mr. Curvey oversees
[__] funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees [__] funds.</R>

<R>The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who
is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of
the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with
respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory
Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the
Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.</R>

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a
statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent
Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a
Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also
engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes,
and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating
Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders.
Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion
that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as
Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman
has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be
independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without
having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the
Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned
C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another
Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity
funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of
Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On
occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each
Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the
Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes
and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do
occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the
identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are
carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the
processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's
activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees
have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and
operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent
Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management.
Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including
their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston,
Massachusetts 02210.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>      
|--------------------------------------------------------------------------------------
|<R>James C. Curvey (1935)</R>                                                         
|<R>                                                                                   
|                                                                                      
|<R>                                                                                   
|<R>Year of Election or Appointment: 2007</R>
Trustee
Chairman of the Board of Trustees
|<R>                                                                                   
|<R>Ronald P. O'Hanley (1957)</R>                                                      
|<R>Year of Election or Appointment: 2011</R>
Trustee                                  
|<R>                                                                                   

*	Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities
under common control with FMR.

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>              
|----------------------------------------------------------------------------------------------
|<R>Dennis J. Dirks (1948)</R>                                                                 
|<R>                                                                                           
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>Alan J. Lacy (1953)</R>                                                                    
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Ned C. Lautenbach (1944)</R>                                                               
|<R>Year of Election or Appointment: 2000</R>
Trustee
Chairman of the Independent Trustees     
|<R>                                                                                           
|<R>Joseph Mauriello (1944)</R>                                                                
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Robert W. Selander (1950)</R>                                                              
|<R>Year of Election or Appointment: 2011</R>
Trustee                                          
|<R>                                                                                           
|<R>Cornelia M. Small (1944)</R>                                                               
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>William S. Stavropoulos (1939)</R>                                                         
|<R>Year of Election or Appointment: 2002</R>
Trustee
Vice Chairman of the Independent Trustees
|<R>                                                                                           
|<R>David M. Thomas (1949)</R>                                                                 
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

<R>Advisory Board Member and Officers:</R>

<R>Correspondence intended for  each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.</R>

|<R>Name, Year of Birth; Principal Occupation</R>                                    
|------------------------------------------------------------------------------------
|<R>Peter S. Lynch (1944)</R>                                                        
|<R>                                                                                 
|<R>Year of Election or Appointment: 2003</R>
Member of the Advisory Board           
|<R>                                                                                 
|<R>Elizabeth Paige Baumann (1968)</R>                                               
|<R>Year of Election or Appointment: 2012</R>
Anti-Money Laundering (AML) Officer    
|<R>                                                                                 
|<R>William C. Coffey (1969)</R>                                                     
|<R>Year of Election or Appointment: 2009</R>
Assistant Secretary                    
|<R>                                                                                 
|<R>Jonathan Davis (1968)</R>                                                        
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Adrien E. Deberghes (1967)</R>                                                   
|<R>Year of Election or Appointment: 2008</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stephanie J. Dorsey (1969)</R>                                                   
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Scott C. Goebel (1968)</R>                                                       
|<R>Year of Election or Appointment: 2008</R>
Secretary and Chief Legal Officer (CLO)
|<R>                                                                                 
|<R>Joseph A. Hanlon (1968)</R>                                                      
|<R>Year of Election or Appointment: 2012</R>
Chief Compliance Officer               
|<R>                                                                                 
|<R>Bruce T. Herring (1965)</R>                                                      
|<R>Year of Election or Appointment: 2006</R>
Vice President of certain Equity Funds 
|<R>                                                                                 
|<R>Brian B. Hogan (1964)</R>                                                        
|<R>Year of Election or Appointment: 2009</R>
Vice President                         
|<R>                                                                                 
|<R>Chris Maher (1972)</R>                                                           
|<R>Year of Election or Appointment: 2013</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Christine Reynolds (1958)</R>                                                    
|<R>Year of Election or Appointment: 2008</R>
Chief Financial Officer                
|<R>                                                                                 
|<R>Kenneth B. Robins (1969)</R>                                                     
|<R>Year of Election or Appointment: 2008</R>
President and Treasurer                
|<R>                                                                                 
|<R>Gary W. Ryan (1958)</R>                                                          
|<R>Year of Election or Appointment: 2005</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Stephen Sadoski (1971)</R>                                                       
|<R>Year of Election or Appointment: 2012</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stacie M. Smith (1974)</R>                                                       
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Renee Stagnone (1975)</R>                                                        
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Joseph F. Zambello (1957)</R>                                                    
|<R>Year of Election or Appointment: 2011</R>
Deputy Treasurer                       
|<R>                                                                                 

Standing Committees of the Fund's Trustees. The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has 10
standing committees. The members of each committee are Independent Trustees.

<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair and
Mr. Stavropoulos serving as Vice Chair. The committee normally meets eight times a year, or more frequently as called by the Chair, and serves
as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee
also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and
the proposed continuation of contracts between the funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders and significant litigation. The committee also
has oversight of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive
action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended January 31, 2014,
the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair.
The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and monitors matters of disclosure to the extent
required to fulfill its statutory responsibilities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal
year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Board of Trustees has established two Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair), and
Messrs. Dirks, Lacy,  and Selander) and the Equity II Committee (composed of Messrs. Stavropoulos (Chair), Lautenbach, Mauriello, and
Thomas). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the
Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the
personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. Each
committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes,
and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related
to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or
both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's
deliberations. During the fiscal year ended January 31, 2014, [each Fund Oversight Committee held [[Number of Meetings]/no] meeting[s]/the Equity I Committee held [[Number of Meetings]/no] meetings and the Equity II Committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Stavropoulos, and Thomas, and Ms.
Small. Mr. Lautenbach alternates his attendance of committee meetings with his attendance of Audit Committee meetings. The committee
normally meets eight times a year, or more frequently as called by the Chair. Regarding shareholder services, the committee considers the
structure and amount of the funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping
and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration
of these fees. The committee also considers other non-investment management services rendered to the funds by FMR and its affiliates, including pricing and bookkeeping services. The committee monitors and recommends policies concerning the securities transactions of the funds,
including brokerage. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any
allocation of portfolio transactions is not influenced by the sale of fund shares. The committee also monitors brokerage and other similar relationships between the funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution
of fund shares, the committee considers issues bearing on the various distribution channels employed by the funds, including issues regarding
Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions
and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finder's fees, and other means by which
intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also
considers issues bearing on the preparation and use of advertisements and sales literature for the funds, policies and procedures regarding
frequent purchase of fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Audit Committee is composed of Messrs. Mauriello (Chair), Lacy,  and Selander. Mr. Lautenbach alternates his attendance of
committee meetings with his attendance of Shareholder, Distribution, and Brokerage Committee meetings. All committee members must be
able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the SEC. The committee will have at least
one committee member in common with the Compliance Committee. The committee normally meets four times a year, or more frequently as
called by the Chair. The committee meets separately at least annuallywith the funds' Treasurer, with the funds' Chief Financial Officer, with
personnel responsible for the internal audit function of FMR LLC, and with the funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the funds. The committee assists the
Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the funds and the funds' service providers, (to the extent such controls impact the funds' financial statements); (ii) the funds' auditors and the annual audits of the funds' financial
statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the
funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the
provision by any outside auditor of certain non-audit services to fund service providers and their affiliates to the extent that such approval (in
the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and
may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors
of the funds. It is responsible for approving all audit engagement fees and terms for the funds and for resolving disagreements between a fund
and any outside auditor regarding any fund's financial reporting. Auditors of the funds report directly to the committee. The committee will
obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships
between the auditor and the funds and any service providers consistent with the rules of the Public Company Accounting Oversight Board. The
committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or
former employees of the outside auditors. It oversees and receives reports on the funds' service providers' internal controls and reviews the
adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material
weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the funds'
ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether
material or not, that involves management or other employees who have a significant role in the funds' or service providers internal controls
over financial reporting. The committee will also review any correspondence with regulators or governmental agencies or published reports
that raise material issues regarding the funds' financial statements or accounting policies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the
most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any
material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps
taken to deal with such issues. The committee will oversee and receive reports on the funds' financial reporting process, will discuss with FMR,
the funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC, their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the funds. The committee
will review with FMR, the funds' Treasurer, outside auditor, and internal audit personnel of FMR LLC and, as appropriate, legal counsel the
results of audits of the funds' financial statements. The committee will review periodically the funds' major internal controls exposures and the
steps that have been taken to monitor and control such exposures. During the fiscal year ended January 31, 2014, the committee held [[Number
of Meetings]/no] meeting[s].</R>

<R>The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair) and Stavropoulos. The committee meets as
called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the
Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The
committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the
Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for
Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make
such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under
applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees,
such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors
compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental
policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each
Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees.
The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other
developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to
fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation
of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee
shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the
Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the funds' or
the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge,
experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees
required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members
of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee
candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the
committee's scope of responsibilities, and may retain, at the funds' expense, such independent counsel or other advisers as it deems necessary.
The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates
presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the
candidate that demonstrates his or her ability to serve as an Independent Trustee of the funds, should be submitted to the Chair of the committee
at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all
candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds
within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting)
with the adviser, any sub-adviser, or their affiliates that could create an appearance of lack of independence in respect of the funds; (iv) has the
disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders;
(v) ability to attend regularly scheduled meetings during the year; (vi) demonstrates sound business judgment gained through broad experience
in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or
accounting knowledge to add value in the complex financial environment of the funds; (viii) experience on corporate or other institutional
oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory
conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light
of the funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the
Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a
whole, demonstrate the same level of fitness to serve as an Independent Trustee. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Compliance Committee is composed of Messrs. Selander (Chair), Lautenbach,  and Mauriello. The committee normally meets
quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and
procedures of the funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and
approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance
with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not
otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a CCO of the
funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and
compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The
committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports
which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters
that would otherwise be subject to periodic reporting or that may have a significant impact on the funds. The committee will recommend to the
Board, what actions, if any, should be taken with respect to such reports. During the fiscal year ended January 31, 2014, the committee held
[[Number of Meetings]/no] meeting[s].</R>

<R>The Proxy Voting Committee is composed of Messrs. Thomas (Chair), Dirks, and Selander. The committee will meet as needed to
review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The
committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations
between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee
will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The
committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The
committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR
relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the
casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be
reviewed by the Board. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Research Committee is composed of Messrs. Lacy (Chair) and Thomas, and Ms. Small. The Committee will meet as needed. The
Committee's purpose is to assess the quality of the investment research available to FMR's investment professionals. As such, the Committee
reviews information pertaining to the sources of such research, the categories of research, the manner in which the funds bear the cost of research, and FMR's internal research capabilities, including performance metrics, interactions between FMR portfolio managers and research
analysts, and the professional quality of analysts in research careers. Where necessary, the Committee recommends actions with respect to
various reports providing information on FMR's research function. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in the fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2013.</R>

|Interested Trustees                                                              
|---------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                       
|<R>Fidelity Series Equity-Income Fund                                            
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

|Independent Trustees                                                             
|---------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                       
|<R>Fidelity Series Equity-Income Fund                                            
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

<R></R>

|<R>DOLLAR RANGE OFFUND SHARES                                                     | Cornelia M. Small                                                      | William S.Stavropoulos                                                 | David M. Thomas                                                        |  | </R>
|--------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- |  | ----
|<R>Fidelity Series Equity-Income Fund                                             | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] |  | </R>
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY | [over $100,000]                                                        | [over $100,000]                                                        | [over $100,000]                                                        |  | </R>

<R>The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or
her services for the fiscal year ended January 31, 2014, or calendar year ended December 31, 2013, as applicable.</R>

|Compensation Table1                         
|--------------------------------------------
|<R>AGGREGATE
COMPENSATIONFROM A FUND        
|<R>Fidelity Series Equity-Income Fund[B]    
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA
|<R>AGGREGATE
COMPENSATIONFROM A FUND        
|<R>Fidelity Series Equity-Income Fund[B]    
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA

<R></R>

<R>1	James C. Curvey, Ronald P. O'Hanley, and Peter S. Lynch are interested persons and are compensated by Fidelity.</R>

<R></R>

<R>A	Reflects compensation received for the calendar year ended December 31, 2013 for [__] funds of [__] trusts (including Fidelity Central
Investment Portfolios LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees and Member
of the Advisory Board. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Dennis
J. Dirks, [$__]; Ned C. Lautenbach, [$__]; Cornelia M. Small, [$__]; and William S. Stavropoulos, [$__].</R>

<R>[B	Compensation figures include cash and may include amounts deferred at the election of Trustees and Member of the Advisory
Board]. Certain of the Independent Trustees' and Advisory Board Member's aggregate compensation from the fund includes accrued
voluntary deferred compensation as follows: [Name of Trustee or ABM], [$___].]</R>

<R>[As of [___________], [__]%  of the fund's total outstanding shares was held  by Fidelity funds. As of [__________], the Trustees ,
Member of the Advisory Board, and officers of the fund owned, in the aggregate, less than [___]% of the fund's total outstanding shares.]</R>

CONTROL OF INVESTMENT ADVISERS

FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), Fidelity Management & Research (Japan) Inc. (FMR
Japan), and FMRC. The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the
Abigail P. Johnson family, directly or through trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common shares.
Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on
any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which
all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed
where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership
of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the
1940 Act, to form a controlling group with respect to FMR LLC.

At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management,
shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of
securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of
emerging businesses.

<R>FMR, FMRC, FMR U.K., FMR H.K., FMR Japan,  FDC, and the fund have adopted a code of ethics under Rule 17j-1 of the 1940 Act
that sets forth employees' fiduciary responsibilities regarding the fund, establishes procedures for personal investing, and restricts certain
transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own investment
accounts, including securities that may be purchased or held by the fund.</R>

MANAGEMENT CONTRACT

The fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

Management Services.Under the terms of its management contract with the fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment
objective, policies and limitations. FMR also provides the fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of the fund and all Trustees who are interested persons of the trust or of FMR, and all personnel of the fund or
FMR performing services relating to research, statistical and investment activities.

In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing facilities for maintaining the fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the fund; preparing all general
shareholder communications and conducting shareholder relations; maintaining the fund's records and the registration of the fund's shares
under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the
fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.

Management-Related Expenses.In addition to the management fee payable to FMR and the fees payable to the transfer agent and pricing
and bookkeeping agent, and the costs associated with securities lending, the fund or each class thereof, as applicable, pays all of its expenses
that are not assumed by those parties. The fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and Independent Trustees. The fund's management contract further provides that the fund will
pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however,
under the terms of the fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by the fund include interest,
taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary filings under state securities laws. The fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its
officers and Trustees with respect to litigation.

Management Fee. For the services of FMR under the management contract, the fund pays FMR a monthly management fee which has two
components: a group fee rate and an individual fund fee rate.

<R>The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts. For this purpose, the monthly average net assets of any registered investment companies with which FMR previously had
management contracts but that currently have management contracts with Fidelity SelectCo, LLC are included.</R>

|GROUP FEE RATE SCHEDULE | EFFECTIVE ANNUAL FEE RATES
|----------------------- | --------------------------
|Average GroupAssets     | AnnualizedRate            
|0                       | -                         
|3                       | -                         
|6                       | -                         
|9                       | -                         
|12                      | -                         
|15                      | -                         
|18                      | -                         
|21                      | -                         
|24                      | -                         
|30                      | -                         
|36                      | -                         
|42                      | -                         
|48                      | -                         
|66                      | -                         
|84                      | -                         
|102                     | -                         
|138                     | -                         
|174                     | -                         
|210                     | -                         
|246                     | -                         
|282                     | -                         
|318                     | -                         
|354                     | -                         
|390                     | -                         
|426                     | -                         
|462                     | -                         
|498                     | -                         
|534                     | -                         
|587                     | -                         
|646                     | -                         
|711                     | -                         
|782                     | -                         
|860                     | -                         
|946                     | -                         
|1,041                   | -                         
|1,145                   | -                         
|1,260                   | -                         
|1,386                   | -                         
|1,525                   | -                         
|1,677                   | -                         
|Over                    |                           

<R>The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized
rates on the left. For example, the effective annual fee rate at $[__] billion of group net assets - the approximate level for January 2014 - was
[__]%, which is the weighted average of the respective fee rates for each level of group net assets up to $[__] billion.</R>

<R>The fund's individual fund fee rate is 0.20%. Based on the average group net assets  for January 2014, the fund's annual management
fee rate would be calculated as follows:</R>

|Fund                                  | Group Fee Rate |   | Individual Fund Fee Rate |   | Management Fee Rate
|------------------------------------- | -------------- | - | ------------------------ | - | -------------------
|<R>Fidelity Series Equity-Income Fund | 0.____%        | + | 0.2000%                  | = | 0.____%</R>        

One-twelfth of the management fee rate is applied to the fund's average net assets for the month, giving a dollar amount which is the fee for
that month.

<R>For the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid FMR management fees of $[__] and $[__], respectively.</R>

FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.

<R>Expense reimbursements  will increase returns and yield, and repayment of the reimbursement  will decrease returns and yield.</R>

Sub-Adviser - FMRC.On behalf of the fund, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has
day-to-day responsibility for choosing investments for the fund. Under the terms of the sub-advisory agreement for the fund, FMR, and not the
fund, pays FMRC's fees.

Sub-Advisers - FMR U.K., FMR H.K., and FMR Japan. On behalf of the fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR H.K., and FMR Japan. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the fund (discretionary services). FMR, and
not the fund, pays the sub-advisers.

<R></R>

<R>[Portfolio manager holdings and compensation information to be filed  by subsequent amendment.]</R>

<R></R>

PROXY VOTING GUIDELINES

The following Proxy Voting Guidelines were established by the Board of Trustees of the Fidelity funds, after consultation with Fidelity.
(The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly, are subject to
change.)

I.	General Principles

A.	Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows:
(i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will
be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.

B.	FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees have
a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders, and are
instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment Proxy Research
employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance
with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when there are factors that may prompt
one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees
are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests
of Fidelity and its customers.

C.	Except as set forth herein, FMR will generally vote in favor of routine management proposals.

D.	Non-routine proposals will generally be voted in accordance with the Guidelines.

E.	Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity
Fund Board Committee or its designee.

F.	FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's
likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.
Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.

G.	Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and are
not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure
practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into
consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.

H.	In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership
on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.

I.	Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment
to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on
this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for
the election of directors at the next election.

II.	Definitions (as used in this document)

A.	Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the right
of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.

B.	Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single
trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than
three times annual compensation (salary and bonus) in the event of a termination following a change in control.

C.	Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.

D.	Sunset Provision - a condition in a charter or plan that specifies an expiration date.

E.	Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a
potential acquirer announces a bona fide offer for all outstanding shares.

F.	Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.

G.	Large-Capitalization Company - a company included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap
Index.

H.	Small-Capitalization Company - a company not included in the Russell 1000® Index or the Russell Global ex-U.S. Large
Cap Index that is not a Micro-Capitalization Company.

I.	Micro-Capitalization Company - a company with a market capitalization under US $300 million.

J.	Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity
award plan on a regular basis.

III.	Directors

A.	Incumbent Directors

FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of all
directors or directors on responsible committees if:

1.	An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as set
forth below.

With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of
the following conditions are met when a Poison Pill is introduced, extended, or adopted:

a. The Poison Pill includes a Sunset Provision of less than five years;

b. The Poison Pill includes a Permitted Bid Feature;

c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and

d. Shareholder approval is required to reinstate the Poison Pill upon expiration.

FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are
not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a.
and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual
shareholder meeting, FMR will withhold authority on the election of directors.

2.	The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position
of up to 20% of a company's total voting securities and of any class of voting securities.

3.	Within the last year and without shareholder approval, a company's board of directors or compensation committee has
repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.

4.	Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account
such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the
company has adopted or extended a Golden Parachute without shareholder approval.

5.	To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform
to the Guidelines and the company has failed to act on that commitment.

6.	The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the
director served during the company's prior fiscal year, absent extenuating circumstances.

7.	The board is not composed of a majority of independent directors.

B.	Indemnification

FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or
limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the
proposal is accompanied by Anti-Takeover Provisions.

C.	Independent Chairperson

FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or
independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular
facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests
of shareholders and to promote effective oversight of management by the board of directors.

D.	Majority Director Elections

FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a
board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where
there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a
company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful
alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to
receive the support of a majority of the votes cast in an uncontested election.

IV.	Compensation

A.	Executive Compensation

1.	Advisory votes on executive compensation

a.	FMR will generally vote for proposals to ratify executive compensation unless such compensation appears
misaligned with shareholder interests or otherwise problematic, taking into account such factors as, among other
things, (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restriction; and (v) whether
the company has adopted or extended a Golden Parachute without shareholder approval.

b.	FMR will generally vote against proposals to ratify Golden Parachutes.

2.	Frequency of advisory vote on executive compensation

FMR will generally support annual advisory votes on executive compensation.

B.	Equity award plans (including stock options, restricted stock awards, and other stock awards).

FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:

1.	(a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a
Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.

2.	In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of
grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in
lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has
repriced options outstanding under the plan in the past two years without shareholder approval.

3.	The plan includes an Evergreen Provision.

4.	The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not
occur.

C.	Equity Exchanges and Repricing

FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if
the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such
factors as:

1.	Whether the proposal excludes senior management and directors;

2.	Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;

3.	The company's relative performance compared to other companies within the relevant industry or industries;

4.	Economic and other conditions affecting the relevant industry or industries in which the company competes; and

5.	Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with
the interests of shareholders.

D.	Employee Stock Purchase Plans

FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based
participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower
minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the
minimum stock purchase price must be at least 75% of the stock's fair market value.

E.	Employee Stock Ownership Plans (ESOPs)

FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state
of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and
number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of
the purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change
in control.

F.	Bonus Plans and Tax Deductibility Proposals

FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to
qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well
defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per
participant is clearly stated and is not unreasonable or excessive.

V.	Anti-Takeover Provisions

FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:

A.	The Poison Pill includes the following features:

1.	A Sunset Provision of no greater than five years;

2.	Linked to a business strategy that is expected to result in greater value for the shareholders;

3.	Requires shareholder approval to be reinstated upon expiration or if amended;

4.	Contains a Permitted Bid Feature; and

5.	Allows the Fidelity Funds to hold an aggregate position of up to 20% of a company's total voting securities and of any
class of voting securities.

B.	An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or

C.	It is a fair price amendment that considers a two-year price history or less.

FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:

D.	In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's
Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any
time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to
vote for the election of directors.

E.	In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.

F.	In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least 25% of
the outstanding stock request that the company establish a record date determining which shareholders are entitled to act
and that consents be solicited from all shareholders.

VI.	Capital Structure/Incorporation

A.	Increases in Common Stock

FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total
number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares,
including stock options, except in the case of real estate investment trusts, where an increase that will result in a total
number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is
generally acceptable.

<R>B.	Reverse Stock Splits</R>

<R>FMR will generally vote in favor of reverse stock splits as long as the post-split authorized shares is no greater than
three times the post-split number of outstanding and scheduled to be issued shares, including stock awards, or in the case of
real estate investment trusts the number of post-split authorized shares is not greater than five times the post-split number of
outstanding and scheduled to be issued shares.</R>

C.	New Classes of Shares

FMR will generally vote against the introduction of new classes of stock with differential voting rights.

D.	Cumulative Voting Rights

FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.

E.	Acquisition or Business Combination Statutes

FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that
enable the company to opt out of the control shares acquisition or business combination statutes.

F.	Incorporation or Reincorporation in Another State or Country

FMR will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in
another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear
reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and
proposed jurisdictions and any changes to the company's current and proposed governing documents. FMR will consider
supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining
incorporated in the current jurisdiction appears misaligned with shareholder interests.

VII.	Shares of Investment Companies

A.	When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or
non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund or class
("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.

B.	<R>Certain Fidelity Funds may invest in shares of underlying Fidelity Funds that do not have public shareholders. For Fidelity Funds without public shareholders that are managed by FMR or an affiliate, FMR will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.</R>

VIII.	Other

A.	Voting Process

FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.

B.	Regulated Industries

Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of such
organization.

<R>To view a fund's proxy voting record for the most recent 12-month period ended June 30,  visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.</R>

DISTRIBUTION SERVICES

For purposes of the following "Distribution Services" discussion, the term "shares" (as it relates to the fund) means the one class of shares
of the fund offered through the prospectus to which this SAI relates.

The fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 100 Salem
Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the
Financial Industry Regulatory Authority, Inc. The distribution agreement calls for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are continuously offered at NAV. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.

The Trustees have approved a Distribution and Service Plan with respect to shares of the fund (the Plan) pursuant to Rule 12b-1 under the
1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plan, as
approved by the Trustees, allows shares of the fund and FMR to incur certain expenses that might be considered to constitute indirect payment
by the fund of distribution expenses.

<R>Under the Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. The Plan specifically recognizes that FMR may use its management fee revenue, as
well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the
sale of shares of the fund and/or shareholder support services. In addition, the Plan provides that FMR, directly or through FDC, may pay
significant amounts to intermediaries  that provide those services. Currently, the Board of Trustees has authorized such payments for shares of
the fund.</R>

Prior to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the fund or class, as applicable, and its shareholders. In particular, the
Trustees noted that the Plan does not authorize payments by shares of the fund other than those made to FMR under its management contract
with the fund. To the extent that the Plan gives FMR and FDC greater flexibility in connection with the distribution of shares of the fund,
additional sales of shares of the fund or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plan by local entities with whom shareholders have other relationships.

<R>FDC or an affiliate may compensate, or upon direction make payments for certain retirement plan expenses to intermediaries.  A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or
type of services provided by the intermediary, the level or expected level of assets or sales of shares, and other factors. In addition to such
payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and
issues, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in
order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at
seminars, including travel, lodging, entertainment, and meals. Certain of the payments described above may be significant to an intermediary.
As permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay
or allow other incentives or payments to intermediaries.</R>

The fund's transfer agent or an affiliate may also make payments and reimbursements from its own resources to certain intermediaries (who
may be affiliated with the transfer agent) for providing recordkeeping and administrative services to plan participants or for providing other
services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.

FDC or an affiliate may also make payments to banks, broker-dealers and other service-providers (who may be affiliated with FDC) for
distribution-related activities and/or shareholder services. If you have purchased shares of the fund through an investment professional, please
speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates,
as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

Any of the payments described in this section may represent a premium over payments made by other fund families. Investment professionals may have an added incentive to sell or recommend a fund over others offered by competing fund families, or retirement plan sponsors
may take these payments into account when deciding whether to include a fund as a plan investment option.

TRANSFER AND SERVICE AGENT AGREEMENTS

For purposes of the following "Transfer and Service Agent Agreements" discussion, the term "shares" (as it relates to the fund) means the
one class of shares of the fund offered through the prospectus to which this SAI relates.

<R>The fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an
affiliate of FMR, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of the agreement, FIIOC (or an agent,
including an affiliate) performs transfer agency services.</R>

<R>For providing transfer agency services, FIIOC receives a position fee and an asset-based fee with respect to each position in the fund.
For retail accounts, these fees are based on fund type. For certain institutional accounts, these fees are based on size of position and fund type.
For institutional retirement accounts, these fees are based on account type and fund type. The position fee is billed monthly on a pro rata basis at
one-twelfth of the applicable annual rate as of the end of each calendar month. The asset-based fee is calculated and paid monthly on the basis
of  average daily net assets of a fund or class, as applicable. The position fees are subject to increase based on postage rate changes.</R>

The asset-based fees are subject to adjustment in any month in which the total return of the S&P 500® Index exceeds a positive or negative
15% from a pre-established base value.

<R>FIIOC  may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances,
maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research.</R>

In addition, FIIOC receives the pro rata portion of the transfer agency fees applicable to shareholder accounts in a qualified tuition program
(QTP), as defined under the Small Business Job Protection Act of 1996, managed by FMR or an affiliate and in certain funds of funds managed
by an FMR affiliate, according to the percentage of the QTP's, or a fund of funds' assets that is invested in the fund.

FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports,
notices, and statements to existing shareholders, with the exception of proxy statements.

<R>The fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR (or an agent,
including an affiliate). The fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for shares,  maintains the fund's portfolio and general accounting records, and administers the
fund's securities lending program.</R>

For providing pricing and bookkeeping services, FSC receives a monthly fee based on the fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for the fund are 0.0389% of the first $500 million of average net assets, 0.0275% of
average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between $3.5 billion and $25 billion, and 0.0019% of
average net assets in excess of $25 billion.

For administering the fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.

<R>Pricing and bookkeeping fees paid by the fund to FSC for the fiscal year ended January 31, 2014 and fiscal period December 6, 2012 to
January 31, 2013, are shown in the following table.</R>

<R></R>

|<R>Fund                               | 2014 | 2013</R>
|------------------------------------- | ---- | --------
|<R>Fidelity Series Equity-Income Fund | $    | $	*</R> 

*	From December 6, 2012.

<R>[For the fiscal year ended January 31, 2014 and fiscal period December 6, 2012 to January 31, 2013, the fund did not pay FSC for
securities lending.]</R>

<R>[Payments made by the fund to FSC for securities lending for the fiscal year ended January 31, 2014 and fiscal period December 6,
2012 to January 31, 2013, are shown in the following table.]</R>

|<R>Fund                               | 2014 | 2013</R>
|------------------------------------- | ---- | --------
|<R>Fidelity Series Equity-Income Fund | $    | $	*</R> 

<R>[*	From December 6, 2012.]</R>

DESCRIPTION OF THE TRUST

<R>Trust Organization. Fidelity Series Equity-Income Fund is a fund of Fidelity Devonshire Trust, an open-end management investment company created under an initial declaration of trust dated March 4, 1985. Currently, there are eight funds offered in the trust: Fidelity
Advisor® Series Equity-Income Fund, Fidelity Advisor® Series Stock Selector Large Cap Value Fund, Fidelity Equity-Income Fund, Fidelity
Mid Cap Value Fund, Fidelity Series All-Sector Equity Fund, Fidelity Series Equity-Income Fund, Fidelity Series Stock Selector Large Cap
Value Fund, and Fidelity Stock Selector Large Cap Value Fund. The Trustees are permitted to create additional funds in the trust and to create
additional classes of the fund.</R>

The assets of the trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each
fund in the trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated
to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds or classes.

Shareholder Liability. The trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.

The Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the
trust or fund. The Declaration of Trust provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating to
the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets.
The Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.

The Declaration of Trust provides for indemnification out of each fund's property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. The Declaration of Trust also provides that each fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances in which a fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to shareholders is remote. Claims asserted against one class of shares may
subject holders of another class of shares to certain liabilities.

<R>Voting Rights. Each fund's capital consists of shares of beneficial interest. Shareholders  are entitled to one vote for each dollar of net
asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by
fund, and by class.</R>

The shares have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.

The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or
a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class
available for distribution.

Custodians. The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of the fund's assets and the appointment of any subcustodian banks and clearing agencies. The Bank of New
York Mellon and JPMorgan Chase Bank, each headquartered in New York, also may serve as special purpose custodians of certain assets in
connection with repurchase agreement transactions. From time to time, subject to approval by a fund's Treasurer, the fund may enter into
escrow arrangements with other banks if necessary to participate in certain investment offerings.

<R>FMR, its officers and directors, its affiliated companies, Member of the Advisory Board, and Members of the Board of Trustees may,
from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of the fund's adviser, the terms and
conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.</R>

<R>Independent Registered Public Accounting Firm. [_________________], independent registered public accounting firm, audits
financial statements for the fund and provides other audit related services.</R>

FUND HOLDINGS INFORMATION

The fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer
guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving the fund's best interests by
striking an appropriate balance between providing information about the fund's portfolio and protecting the fund from potentially harmful
disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the fund's chief compliance
officer periodically.

The fund will provide a full list of holdings, including its top ten holdings, monthly on www.fidelity.com 30 days after the month-end
(excluding high income security holdings, which generally will be presented collectively monthly and included in a list of full holdings 60 days
after its fiscal quarter-end).

The fund will provide its top ten holdings (excluding cash and futures) as of the end of the calendar quarter on Fidelity's web site 15 or more
days after the calendar quarter-end.

Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.

The fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance
attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of the press,
consultants, and ratings and ranking organizations.

The Use of Holdings In Connection With Fund Operations. Material non-public holdings information may be provided as part of the
activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund, are
required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not misuse
the disclosed information. These entities, parties, and persons include, but are not limited to: the fund's trustees; the fund's manager, its sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of funds);
contractors who are subject to a confidentiality agreement; the fund's auditors; the fund's custodians; proxy voting service providers; financial
printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on
one or more securities; securities lending agents; counsel to the fund or its Independent Trustees; regulatory authorities; stock exchanges and
other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third
parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may
also be provided to an issuer regarding the number or percentage of its shares that are owned by the fund and in connection with redemptions in
kind.

Other Uses Of Holdings Information. In addition, the fund may provide material non-public holdings information to (i) third parties that
calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment
adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving the fund.
Each individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts
and circumstances, the disclosure appears unlikely to be harmful to the fund. Entities receiving this information must have in place control
mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the
information to effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third
parties is limited. FMR relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be harmful to the fund.

<R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous Friday),
generally 5 business days thereafter);  DocuLynx Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and certain affiliates
(full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next business day).</R>

<R>FMR, its affiliates, or the fund will not enter into any arrangements with third parties from which they derive consideration for the
disclosure of material non-public holdings information. If, in the future,  such an arrangement is desired, prior Board approval would be sought
and any such arrangements would be disclosed in the fund's SAI.</R>

There can be no assurance that the fund's policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.

FINANCIAL STATEMENTS

<R>The fund's financial statements and financial highlights for the fiscal year ended January 31, 2014,  and report of the independent
registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating
expenses as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because
total annual operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the financial highlights do not, except to the extent any acquired fund fees and expenses relate to an entity, such as a wholly-owned
subsidiary, with which a fund's financial statements are consolidated. Acquired funds include other investment companies (such as central
funds or other underlying funds) in which the fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in
the prospectus fee table and the financial highlights do not include any expenses associated with investments in certain structured or synthetic
products that may rely on the exception from the definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the 1940
Act.</R>

APPENDIX

<R>Fidelity, Fidelity Investments & Pyramid Design, and Fidelity Advisor are registered service marks of FMR LLC. © 2014 FMR
LLC. All rights reserved.</R>

The third-party marks appearing above are the marks of their respective owners.

Fidelity®Series Equity-Income Fund

Class/Ticker

F/FRLLX

<R>Shares  are offered  only to certain other Fidelity funds.</R>

Prospectus

<R>April 1, 2014</R>

bmh581477

---

# Contents

|Fund Summary               | (Click
Here) | Fidelity®Series Equity-Income Fund                              
|-------------------------- | ------------ | ----------------------------------------------------------------
|<R>Fund Basics             | (Click
Here) | Investment Details</R>                                          
|<R>                        | (Click
Here) | Valuing Shares</R>                                              
|<R>Shareholder Information | (Click
Here) | Additional Information about the Purchase and Sale of
Shares</R>
|<R>                        | 13           | Account Policies</R>                                            
|<R>                        | 13           | Dividends and Capital Gain Distributions</R>                    
|<R>                        | 13           | Tax Consequences</R>                                            
|<R>Fund Services           | 15           | Fund Management</R>                                             
|<R>                        | 16           | Fund Distribution</R>                                           
|<R>Appendix                | 18           | Financial Highlights</R>                                        
|<R>                        | 19           | Additional Index Information</R>                                

Prospectus

---

# Fund Summary

Fund/Class:Fidelity®Series Equity-Income Fund/F

## Investment Objective

The fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation.

## Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

|Shareholder fees(fees paid directly from your investment) | None
|--------------------------------------------------------- | ----

<R>Annual  operating expenses(expenses that you pay each year as a % of the value of your investment)</R>

|<R>Management fee                        | [__%]</R>
|---------------------------------------- | ---------
|Distribution and/or Service (12b-1) fees | None     
|<R>Other expenses                        | %</R>    
|<R>[Acquired fund fees and expenses      | %]</R>   
|<R>Total annual operating expenses       | %</R>    

<R>[[X]Based on historical expenses, adjusted to reflect currentfees.]</R>

<R>[[X]Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.]</R>

<R>This example helps compare the cost of investing in the fund with the cost of investing in other  funds.</R>

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses
for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in
total expenses if you sell all of your shares at the end of each time period indicated:

|<R>1 year   | $</R>
|----------- | -----
|<R>3 years  | $</R>
|<R>5 years  | $</R>
|<R>10 years | $</R>

Prospectus

Fund Summary - continued

### Portfolio Turnover

<R>The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio
turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs,
which are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year,  the
fund's portfolio turnover rate was [__]% of the average value of its portfolio.</R>

## Principal Investment Strategies

- Normally investing at least 80% of assets in equity securities.
- Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks.
- Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities.
- Investing in domestic and foreign issuers.
- Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.
- <R>• Potentially using covered call options as tools in managing the fund's assets.</R>

## Principal Investment Risks

- <R>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can react
differently to these developments.</R>
- Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
- Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory,
market, or economic developments and can perform differently from the U.S. market.
- Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt
securities) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer.
The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer,
political, regulatory, market, or economic developments.
- "Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

Prospectus

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. You could lose money by investing in the fund.

## Performance

<R>The following information is intended to help you understand the risks of investing in the fund. The information illustrates the performance
of the fund's shares over the past year and compares the performance of the fund's shares to the performance of a securities market index over
various periods of time. The index description appears in the Additional Index Information section of the prospectus. Past performance (before
and after taxes) is not an indication of future performance.</R>

<R>Visit www.401k.com  for updated return information.</R>

### <R>Year-by-Year Returns</R>

|<R>Calendar Year |  |  |  |  |  |  |  |  |  | 2013</R>
|---------------- |  |  |  |  |  |  |  |  |  | --------
|<R>              |  |  |  |  |  |  |  |  |  | %</R>   

<R>bmh581519</R>

|<R>During the period shown in the chart: | Returns | Quarter ended</R>      
|---------------------------------------- | ------- | -----------------------
|<R>Highest Quarter Return                | __%     | [Month][Day],[Year]</R>
|<R>Lowest Quarter Return                 | __%     | [Month][Day],[Year]</R>

### <R>Average Annual Returns</R>

<R>After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of
state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. [Return After Taxes on Distributions and Sale of
Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund
shares.]</R>

Prospectus

Fund Summary - continued

|<R>For the periods ended
December 31, 2013                                      | Past 1
year | Life of
classA</R>
|------------------------------------------------------------------------------- | ----------- | ------------------
|<R>Class F                                                                      |             | </R>              
|<R>Return Before Taxes                                                          | %           | %</R>             
|<R>Return After Taxes on Distributions                                          | %           | %</R>             
|<R>Return After Taxes on Distributions and Sale of Fund Shares                  | %           | %</R>             
|<R>Russell 3000®Value Index(reflects no deduction for fees, expenses, or taxes) | %           | %</R>             

<R>A From December 6, 2012.</R>

## <R>Investment Adviser</R>

<R>Fidelity Management & Research Company (FMR) (the Adviser) is the fund's manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.</R>

## Portfolio Manager(s)

James Morrow (portfolio manager) has managed the fund since December 2012.

## Purchase and Sale of Shares

<R>Shares are offered  only to certain other Fidelity funds.</R>

<R>The price to sell one share  is its net asset value per share (NAV). Shares will be sold at the NAV next calculated after an order is received
in proper form.</R>

<R></R>

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

There is no purchase minimum for Class F shares.

## Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and
may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be
taxed later, upon withdrawal of your investment from such account).

## <R>Payments to Broker-Dealers and Other Financial Intermediaries</R>

<R>The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks,
broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of
fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.</R>

Prospectus

---

# Fund Basics

## Investment Details

Investment Objective

<R>Fidelity Series Equity-Income Fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for
capital appreciation.</R>

Principal Investment Strategies

<R>The Adviser normally invests at least 80% of the fund's assets in equity securities. The Adviser normally invests the fund's assets primarily in
income-producing equity securities. The Adviser may also invest the fund's assets in other types of equity securities and debt securities, including
lower-quality debt securities. The fund seeks a yield for its shareholders that exceeds the yield on the securities comprising the S&P 500® Index.</R>

<R>The Adviser may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.</R>

<R>The Adviser's emphasis on above-average income-producing equity securities tends to lead to investments in large cap "value" stocks.
However, the Adviser is not constrained by any particular investment style. In buying and selling securities for the fund, the Adviser relies on
fundamental analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial
condition, earnings outlook, strategy, management, industry position, and economic and market conditions.</R>

<R>The Adviser may also use covered call options as tools in managing the fund's assets. By writing covered call options, the Adviser sells the
option to buy a security held by the fund at a specified price in exchange for a premium.</R>

<R>In addition to the principal investment strategies discussed above, the Adviser may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.</R>

<R>The Adviser may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.</R>

<R>If the Adviser's strategies do not work as intended, the fund may not achieve its objective.</R>

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks,
preferred stocks, convertible securities, and warrants.

<R>Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the
amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold
at a discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, money market securities, mortgage and other asset-backed securities, loans and loan participations, and other securities believed to have debt-like characteristics,
including hybrids and synthetic securities.</R>

Prospectus

<R>Derivatives are investments whose values are tied to an underlying asset, instrument, currency, or index. Derivatives include options transactions such as call options (options to buy). Writing a call option involves writing (selling) an option on a security or other instrument, which
obligates the writer to sell the underlying security or instrument or to make a net cash settlement payment in return for a set price (the strike
price) upon the buyer's exercise of the option. The seller is paid a price (premium) for the option. A call option is "covered" if the underlying
security or instrument is held in a fund's portfolio at the time the option is written.</R>

Principal Investment Risks

<R>Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and
in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of
investment in the securities of that issuer. To the extent a fund writes covered call options on particular securities, it gives up some ability to
participate in price increases of the underlying securities. When you sell your shares they may be worth more or less than what you paid for them,
which means that you could lose money by investing in the fund.</R>

The following factors can significantly affect the fund's performance:

<R>Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including different
market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies in one sector
can react differently from those in another, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently
from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and
related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on
world economies and markets generally.</R>

<R>Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates.
In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities
and certain types of securities, such as mortgage securities and the securities of issuers in the financial services sector, can be more sensitive to
interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security's price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend
to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with
floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest
rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities
may react differently from other types of debt securities.</R>

Prospectus

Fund Basics - continued

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve
additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange
rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one
country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions
that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an
issuer or counterparty, which can affect a security's or instrument's credit quality or value. The value of securities of smaller, less well-known
issuers can be more volatile than that of larger issuers. Lower-quality debt securities (those of less than investment-grade quality, also referred to
as high yield debt securities) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit
quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company,
political, or economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic difficulty.

"Value" Investing. "Value" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and
other types of stocks. "Value" stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, "value"
stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

Prospectus

<R>In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If the fund does so, different factors could affect its performance and the fund may not achieve its investment objective.</R>

### Fundamental Investment Policies

<R>The following is  fundamental, that is, subject to change only by shareholder approval:</R>

<R>Fidelity Series Equity-Income Fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for
capital appreciation.</R>

### Shareholder Notice

<R>The following  is subject to change only upon 60 days' prior notice to shareholders:</R>

<R>Fidelity Series Equity-Income Fund normally invests at least 80% of its assets in equity securities.</R>

## Valuing Shares

The fund is open for business each day the NYSE is open.

<R> NAV is the value of a single share. Fidelity normally calculates  NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time.
The fund's assets normally are valued as of this time for the purpose of computing NAV. Fidelity calculates NAV separately for each class of shares
of a multiple class fund.</R>

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the
Securities and Exchange Commission (SEC).

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets
may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

<R>NAV is calculated using the values of other open-end funds, if any, in which the fund invests  (referred to as underlying funds). Shares of
underlying funds are valued at their respective NAVs.  Other assets (as well as assets held by an underlying Fidelity non-money market fund) are
valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not
readily available or, in the Adviser's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser
in accordance with applicable fair value pricing policies. For example, if, in the Adviser's opinion, a security's value has been materially affected by
events occurring before a fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that
security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. Fair value pricing will be used for
high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.</R>

Prospectus

Fund Basics - continued

<R>Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in
overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of  NAV by short-term traders.</R>

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that
would be realized if the security were sold.

Prospectus

---

# Shareholder Information

## Additional Information about the Purchase and Sale of Shares

<R>As used in this prospectus, the term "shares" generally refers to the shares offered through this prospectus.</R>

### <R>Frequent Purchases and Redemptions</R>

The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders, including transactions deemed to represent
excessive trading, at any time.

<R>Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio
management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's
NAV.</R>

<R>Because the fund is primarily offered for investment only to certain other Fidelity funds, the potential for excessive or short-term disruptive
purchases and sales is reduced. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive
trading of fund shares and the fund accommodates frequent trading.</R>

<R>The fund has no limit on purchase transactions but may in its discretion restrict, reject, or cancel any purchases that, in the Adviser's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.</R>

<R>The fund  reserves the right at any time to restrict purchases or impose conditions that are more restrictive on excessive trading than those
stated in this prospectus.</R>

<R>The fund has no exchange privilege with any other fund.</R>

### Buying Shares

<R>Shares are offered only to certain other Fidelity funds.</R>

<R>The price to buy one share  is its NAV. Class F shares are sold without a sales charge.</R>

<R>Shares  will be bought at the NAV next calculated after an order is received in proper form.</R>

<R>Orders by funds of funds for which Fidelity  serves as investment manager will be treated as received by the fund at the same time that the
corresponding orders are received in proper form by the funds of funds.</R>

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

- All wires must be received in proper form by Fidelity at the fund's designated wire bank before the close of the Federal Reserve Wire System on
the day of purchase or you could be liable for any losses or fees the fund or Fidelity has incurred or for interest and penalties.

Prospectus

Shareholder Information - continued

- Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled
and the monies may be withheld.

### Selling Shares

<R>The price to sell one share  is its NAV.</R>

<R>Shares  will be sold at the NAV next calculated after an order is received in proper form. Normally, redemptions will be processed by the
next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the
fund.</R>

<R>Orders by funds of funds for which Fidelity  serves as investment manager will be treated as received by the fund at the same time that the
corresponding orders are received in proper form by the funds of funds.</R>

When you place an order to sell shares, note the following:

- Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the
NYSE is restricted, or as permitted by the SEC.
- <R>Redemption proceeds may be paid in securities or other property rather than in cash if the Adviser determines it is in the best interests of
the fund.</R>
- Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

## Account Policies

Fidelity will send monthly account statements detailing fund balances and all transactions completed during the prior month.

<R></R>

## Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain
distributions.

The fund normally pays dividends in April, July, October, and December and pays capital gain distributions in March and December.

<R>Any dividends and capital gain distributions will be automatically reinvested in additional shares.</R>

## Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged
retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as
ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital
gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period
requirements are met).

Prospectus

If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full
price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them.

Taxes on transactions. Your redemptions may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment
in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Prospectus

---

# Fund Services

## Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

<R>The Adviser is the fund's manager. The address of the Adviser and its affiliates, unless otherwise indicated below, is 245 Summer Street,
Boston, Massachusetts 02210.</R>

<R>As of December 31, 2012, the Adviser had approximately $1.0 billion in discretionary assets under management, and approximately $1.67
trillion when combined with all of its affiliates' assets under management.</R>

<R>As the manager, the Adviser has overall responsibility for directing the fund's investments and handling its business affairs.</R>

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

<R>FMRC is an affiliate of the Adviser. As of December 31, 2012, FMRC had approximately $684.7 billion in discretionary assets under management.</R>

<R>Other investment advisers assist the Adviser with foreign investments:</R>

- <R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom,
serves as a sub-adviser for the fund. As of December 31, 2012, FMR U.K. had approximately $17.7 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR U.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2012, FMR H.K. had approximately $7.6 billion in discretionary assets under management. FMR H.K.
may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services
for the fund. FMR H.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo,
Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide
investment advisory services for the fund. FMR Japan is an affiliate of the Adviser.</R>

James Morrow is portfolio manager of the fund, which he has managed since December 2012. He also manages other funds. Since joining Fidelity
Investments in 1999, Mr. Morrow has worked as a research analyst and portfolio manager.

The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and
any fund shares held by the portfolio manager.

Prospectus

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent
the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because
investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any
Fidelity fund.

<R>The fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets
throughout the month.</R>

<R>The group fee rate is based on the average net assets of all the mutual funds advised by FMR. For this purpose, the average net assets of
any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo, LLC are included. This rate cannot rise above
0.52%, and it drops as total assets under management increase.</R>

<R>For January 2014, the group fee rate was __%. The individual fund fee rate is 0.20%.</R>

<R>The total management fee for the fiscal year ended January 31, 2014, was __% of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.</R>

<R>The Adviser pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.</R>

<R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's
annual report for the fiscal period ended January 31, 2013 and in the fund's semi-annual report for the fiscal period ended July 31, 2013.</R>

<R>From  time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining  the ability to be repaid
if expenses fall below the specified limit prior to the end of the fiscal year.</R>

Reimbursement or waiver arrangements can decrease expenses and boost performance.

<R>[As of [__________], [__]%  of the fund's total outstanding shares was held by [FMR and/or another entity or entities of which FMR LLC
is the ultimate parent and/or] Fidelity funds.</R>

## Fund Distribution

The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

<R>Class F has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) that
recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended to result in the sale of Class F shares and/or shareholder support services.
The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Class F shares.</R>

Prospectus

Fund Services - continued

<R>If payments made by the Adviser to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of
Class F's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales
charges.</R>

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those
contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such
offer.

Prospectus

---

# Appendix

## Financial Highlights

<R>Financial Highlights are intended to help you understand the  financial history of fund shares for the past 5 years (or, if shorter, the period of
operations). Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in shares (assuming reinvestment of all dividends and distributions). The annual information has been
audited by [Name of Auditor],  independent registered public accounting firm, whose report, along with fund financial  statements, is included in
the annual report. Annual reports are available for free upon request.</R>

## <R>[Financial Highlights to be filed by subsequent amendment.]</R>

<R></R>

<R>AAdditional IndexInformation</R>

<R></R>

<R>Russell 3000®Value Indexisa market capitalization-weighted indexdesignedtomeasuretheperformanceofthebroadvaluesegmentoftheU.S.equitymarket.ItincludesthoseRussell3000Indexcompanieswithlowerprice-to-bookratiosandlowerforecastedgrowthrates.</R>

<R></R>

Prospectus

|IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For investors other than individuals:When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may
be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide
documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI
also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and
semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment
strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-800-835-5092. In addition, existing investors may visit the
web site at www.401k.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

|The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web
site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C.
Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
Investment Company Act of 1940, File Number, 811-01352
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at
202-371-8300.

<R>Fidelity and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2014 FMR LLC. All rights reserved.</R>

The third-party marks appearing above are the marks of their respective owners.

<R>1.950978.103-a	EDT-F-PRO-0314</R>

Fidelity®Series Equity-Income Fund

Class F (FRLLX)

A Fund of Fidelity Devonshire Trust

STATEMENT OF ADDITIONAL INFORMATION

<R>April 1, 2014</R>

This statement of additional information (SAI) is not a prospectus. Portions of the fund's annual report are
incorporated herein. The annual report is supplied with this SAI.

<R>To obtain a free additional copy of the prospectus or SAI, dated April 1, 2014, or an annual report, please
call Fidelity at 1-800-835-5092 or visit Fidelity's web site at www.401k.com.</R>

<R>EDT-F-PTB-0314
1.950979.103-a</R>

bmh581492

TABLE OF CONTENTS

|                                         | PAGE            
|---------------------------------------- | ----------------
|Investment Policies and Limitations      | (Click
Here)    
|<R>Portfolio Transactions                | (Click
Here)</R>
|<R>Valuation                             | (Click
Here)</R>
|Buying and Selling Information           | (Click
Here)    
|<R>Distributions and Taxes               | (Click
Here)</R>
|Trustees and Officers                    | (Click
Here)    
|<R>Control of Investment Advisers        | (Click
Here)</R>
|<R>Management Contract                   | (Click
Here)</R>
|Proxy Voting Guidelines                  | (Click
Here)    
|Distribution Services                    | (Click
Here)    
|<R>Transfer and Service Agent Agreements | (Click
Here)</R>
|Description of the Trust                 | (Click
Here)    
|Fund Holdings Information                | (Click
Here)    
|Financial Statements                     | (Click
Here)    
|Appendix                                 | (Click
Here)    

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of the fund's assets that may be invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such
security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.

The fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.

The following are the fund's fundamental investment limitations set forth in their entirety.

Diversification

The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.

Senior Securities

The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.

Borrowing

The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

Underwriting

The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.

Concentration

The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements
collateralized by U.S. Government securities, Fidelity Management & Research Company (FMR) looks through to the U.S. Government securities.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in Fidelity® Money Market
Central Fund and/or any non-money market central fund, FMR looks through to the holdings of the central fund.

For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer
and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification provider used by FMR does not assign a classification.

Real Estate

The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate
business).

Commodities

The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but
this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments
backed by physical commodities).

Loans

The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.

The following investment limitations are not fundamental and may be changed without shareholder approval.

Short Sales

The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

Margin Purchases

The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.

Borrowing

The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated
as borrowings for purposes of the fundamental borrowing investment limitation).

Illiquid Securities

The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

Loans

The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the
fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) assuming
any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of
debt instruments.)

In addition to the fund's fundamental and non-fundamental investment limitations discussed above:

For the fund's limitations on futures and options transactions, see the section entitled "Futures, Options, and Swaps" on page (Click Here).

The following pages contain more detailed information about types of instruments in which the fund may invest, techniques the fund's
adviser (or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. The fund's adviser (or a
sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its
goal. However, the fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do
so might benefit the fund.

On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "an
adviser" or "the adviser" may relate to the fund's adviser or a sub-adviser, as applicable.

Affiliated Bank Transactions. A Fidelity fund may engage in transactions with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government
securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has
established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.

Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including
changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to
prepayment risk.

Borrowing. If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be considered a form of leverage.

Cash Management. A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase
agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only) shares of Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.

Central Funds are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients. Central
funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related
to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the
portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those funds.

<R>Commodity Futures Trading Commission (CFTC) Notice of Exclusion. The trust, on behalf of the Fidelity fund to which this SAI
relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to the fund's
operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO. However, the CFTC
has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to
regulation by the CFTC. As of the date of this SAI, the adviser does not expect to register as a CPO of the fund. However, there is no certainty
that a fund or its adviser will be able to rely on an exclusion in the future as the fund's investments change over time. A fund may determine not
to use investment strategies that trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. If a
fund or its adviser operates subject to CFTC regulation, it may incur additional expenses.</R>

Common Stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock, although related proceedings can take time to resolve and results can be unpredictable.

Convertible Securities are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer)
into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may
also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be received upon
conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in
the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will
tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types
of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for
loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same
extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality
securities.

Exchange Traded Funds (ETFs) are shares of other investment companies, commodity pools, or other entities that are traded on an exchange. Typically, assets underlying the ETF shares are stocks, though they may also be commodities or other instruments. An ETF may seek
to replicate the performance of a specified index or may be actively managed.

Typically, ETF shares are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse
ETFs (also called "short ETFs" or "bear ETFs"), ETF shares are expected to increase in value as the value of the underlying benchmark decreases. Inverse ETFs seek to deliver the opposite of the performance of the benchmark they track and are often marketed as a way for investors
to profit from, or at least hedge their exposure to, downward moving markets. Investments in inverse ETFs are similar to holding short positions in the underlying benchmark.

ETF shares are redeemable only in large blocks (typically, 50,000 shares) often called "creation units" by persons other than a fund, and are
redeemed principally in-kind at each day's next calculated net asset value per share (NAV). ETFs typically incur fees that are separate from
those fees incurred directly by a fund. A fund's purchase of ETFs results in the layering of expenses, such that the fund would indirectly bear a
proportionate share of any ETF's operating expenses. Further, while traditional investment companies are continuously offered at NAV, ETFs
are traded in the secondary market (e.g., on a stock exchange) on an intra-day basis at prices that may be above or below the value of their
underlying portfolios.

Some of the risks of investing in an ETF that tracks an index are similar to those of investing in an indexed mutual fund, including tracking
error risk (the risk of errors in matching the ETF's underlying assets to the index or other benchmark); and the risk that because an ETF is not
actively managed, it cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Other ETF risks include
the risk that ETFs may trade in the secondary market at a discount from their NAV and the risk that the ETFs may not be liquid. ETFs also may
be leveraged. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they track and use derivatives in an
effort to amplify the returns (or decline, in the case of inverse ETFs) of the underlying index or benchmark. While leveraged ETFs may offer
the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater. Most leveraged and inverse
ETFs "reset" daily, meaning they are designed to achieve their stated objectives on a daily basis. Leveraged and inverse ETFs can deviate
substantially from the performance of their underlying benchmark over longer periods of time, particularly in volatile periods.

Exchange Traded Notes (ETNs) are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines aspects of both bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset minus fees and
expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held
until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or other reference asset to
which the ETN is linked minus certain fees. Unlike regular bonds, ETNs typically do not make periodic interest payments and principal typically is not protected.

<R>ETNs also incur certain expenses not incurred by their applicable index. The market value of an ETN is determined by supply and
demand, the current performance of the index or other reference asset, and the credit rating of the ETN issuer. The market value of ETN shares
may differ from their intraday indicative value. The value of an ETN may also change due to a change in the issuer's credit rating. As a result,
there may be times when an ETN's share trades at a premium or discount to its NAV. Some ETNs that use leverage in an effort to amplify the
returns of an underlying index or other reference asset can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a
fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are
greater.</R>

Exposure to Foreign and Emerging Markets. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

<R>Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or
adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate
assets or convert currency into U.S. dollars, or other government intervention. From time to time, a fund's adviser and/or its affiliates may
determine that, as a result of regulatory requirements that may apply to the adviser and/or its affiliates due to investments in a particular country,
investments in the securities of issuers domiciled or listed on trading markets in that country above certain thresholds (which may apply at the
account level or in the aggregate across all accounts managed by the adviser and its affiliates) may be impractical or undesirable. In such
instances, the adviser may limit or exclude investment in a particular issuer, and investment flexibility may be restricted. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that a fund's adviser will be able to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.</R>

It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S.
issuers. Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be
released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased investment or valuation
risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or
foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than with U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform accounting,
auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a
timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies
than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal
rights in foreign countries.

Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such
restrictions.

American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to
many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and
economic risks of the underlying issuer's country.

The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and
economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks of nationalization
of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights
than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making
prompt liquidation of holdings difficult or impossible at times.

Foreign Currency Transactions. A fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering
into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer
may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to
the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate
on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange.

The following discussion summarizes the principal currency management strategies involving forward contracts that could be used by a
fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same
purposes. Forward contracts not calling for physical delivery of the underlying instrument will be settled through cash payments rather than
through delivery of the underlying currency. All of these instruments and transactions are subject to the risk that the counterparty will default.

A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the
date a security denominated in a foreign currency is purchased or sold and the date on which payment is made or received. Entering into a
forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of
U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used to protect a
fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet
been selected.

A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in a foreign currency.
For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge," would tend
to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A fund could
also attempt to hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency
exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform
similarly to the currency in which the hedged securities are denominated.

A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure
from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a
"cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased,
much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. A fund may
cross-hedge its U.S. dollar exposure in order to achieve a representative weighted mix of the major currencies in its benchmark index and/or to
cover an underweight country or region exposure in its portfolio. Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it purchases.

Successful use of currency management strategies will depend on an adviser's skill in analyzing currency values. Currency management
strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to a fund if
currencies do not perform as an adviser anticipates. For example, if a currency's value rose at a time when a fund had hedged its position by
selling that currency in exchange for dollars, the fund would not participate in the currency's appreciation. If a fund hedges currency exposure
through proxy hedges, the fund could realize currency losses from both the hedge and the security position if the two currencies do not move in
tandem. Similarly, if a fund increases its exposure to a foreign currency and that currency's value declines, the fund will realize a loss. Foreign
currency transactions involve the risk that anticipated currency movements will not be accurately predicted and that a fund's hedging strategies
will be ineffective. Moreover, it is impossible to precisely forecast the market value of portfolio securities at the expiration of a foreign currency
forward contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expenses of such
transaction), if an adviser's predictions regarding the movement of foreign currency or securities markets prove inaccurate.

A fund may be required to limit its hedging transactions in foreign currency forwards, futures, and options in order to maintain its classification as a "regulated investment company" under the Internal Revenue Code (Code). Hedging transactions could result in the application of the
mark-to-market provisions of the Code, which may cause an increase (or decrease) in the amount of taxable dividends paid by a fund and could
affect whether dividends paid by a fund are classified as capital gains or ordinary income. A fund will cover its exposure to foreign currency
transactions with liquid assets in compliance with applicable requirements. There is no assurance that an adviser's use of currency management strategies will be advantageous to a fund or that it will employ currency management strategies at appropriate times.

Options and Futures Relating to Foreign Currencies. Currency futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most
currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains
the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

The uses and risks of currency options and futures are similar to options and futures relating to securities or indexes, as discussed below. A
fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different
foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or forward
contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the
value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in the Yen, but will not
protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over time.

Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of the fund to reduce
foreign currency risk using such options.

Fund's Rights as an Investor. Fidelity funds do not intend to direct or administer the day-to-day operations of any company. A fund may,
however, exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to a company's management, board of directors, and shareholders, and holders of a company's other securities when such matters could have a significant effect on the
value of the fund's investment in the company. The activities in which a fund may engage, either individually or in conjunction with others,
may include, among others, supporting or opposing proposed changes in a company's corporate structure or business activities; seeking
changes in a company's directors or management; seeking changes in a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting the filing of a bankruptcy petition; or
foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to litigation and it is possible that a fund could
be involved in lawsuits related to such activities. Such activities will be monitored with a view to mitigating, to the extent possible, the risk of
litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation
against a fund will not be undertaken or liabilities incurred. The fund's proxy voting guidelines are included in this SAI.

Futures, Options, and Swaps. The success of any strategy involving futures, options, and swaps depends on an adviser's analysis of many
economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts
discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to
exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its portfolio securities
and its investment performance could be primarily dependent upon securities it does not own.

Fidelity® Series Equity-Income Fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than
25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put
options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would
exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call
options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or
traded together with their underlying securities, and do not apply to structured notes.

The limitations on the fund's investments in futures contracts, options, and swaps, and the fund's policies regarding futures contracts, options, and swaps may be changed as regulatory agencies permit.

The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures, options
on futures, and forward contracts.

Futures Contracts. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the
contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities or
commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign indexes for funds that seek foreign exposure). Futures on indexes and futures not calling for physical delivery of the underlying instrument will
be settled through cash payments rather than through delivery of the underlying instrument. Futures can be held until their delivery dates, or can
be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by
closing out its futures contracts.

The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it
had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to
move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend to offset both positive
and negative market price changes, much as if the underlying instrument had been sold.

The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying instrument
or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. If
the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in
value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in a fund's
NAV. The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not represent a borrowing or loan by a
fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the fund's contract expired. In the event
of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in
proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is also required to segregate
liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin and variation margin, if any.

Although futures exchanges generally operate similarly in the United States and abroad, foreign futures exchanges may follow trading,
settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United States may not
involve a clearing mechanism or related guarantees and may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member, or other party that may owe initial or variation margin to a fund.
Because initial and variation margin payments may be measured in foreign currency, a futures contract traded outside the United States may
also involve the risk of foreign currency fluctuation.

There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily
price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a
given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into
new positions or close out existing positions. The daily limit governs only price movements during a particular trading day and therefore does
not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of
positions and subjecting some holders of futures contracts to substantial losses.

If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of
unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its
value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may be heightened for
commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments such as stocks and
bonds.

Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not
track the performance of the fund's other investments.

Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in
how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures
contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that
are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated
with the purchase of the physical commodity.

Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to
the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such futures contracts,
the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the
anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the
markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.

Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options
have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or
commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange or OTC. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the
purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike
price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or may be
settled through cash payments. A purchaser may also terminate a put option position by closing it out in the secondary market at its current
price, if a liquid secondary market exists.

The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium, plus related transaction costs).

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right (but
not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls.
At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost of the
option.

The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium,
the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses
to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while
the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin
payments to an FCM as described above for futures contracts.

If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of
the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it
should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would expect to suffer a loss. This
loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as
applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put
options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a
call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying
instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.

Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close out
the put or call option on the secondary market may move more or less than the price of the related security.

There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively low
trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward
more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be
impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits
or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position
until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options positions could
also be impaired.

Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike
price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the
option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options
generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the
exchanges where they are traded.

Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on
the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to
reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to open and close out.

A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap gives a
party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a
specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a
greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap. When a fund purchases
an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However,
when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying
agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the
underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on
the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."

Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not
track the performance of the fund's other investments.

Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in
how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or
sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate
for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are
not offset by gains in other investments.

<R>Swap Agreements. Swap Agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are
transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a
central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or more
payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or
instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be exchanged between
the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed.</R>

<R>Swap agreements can take many different forms and are known by a variety of names. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements
are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price. Certain standardized
swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a clearinghouse and by a clearing
member FCM may be in excess of the collateral required to be posted by a fund to support its obligations under a similar uncleared swap. It is
expected, however, that regulators will adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the
near future, which could reduce the distinction.</R>

<R>A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the
market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof)
during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an
interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use total
return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.</R>

In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection
seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified
credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference
entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an
unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets
without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.

Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement
calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller, the
fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a fund is the
credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller.

If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially
resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap agreements
only with counterparties that meet certain standards of creditworthiness.

A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a
swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited
temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the
counterparty.

Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A fund
bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic
factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio
investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment,
which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also
reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex
and often valued subjectively.

<R>Hybrid and Preferred Securities. A hybrid security may be a debt security, warrant, convertible security, certificate of deposit or
other evidence of indebtedness on which the value of the interest on or principal of which is determined by reference to changes in the value of a
reference instrument or financial strength of a reference entity (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, index, or business entity such as a financial institution). Preferred securities may take the form of preferred stock and represent an
equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of
dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds generally take precedence over the claims
of those who own preferred and common stock.</R>

<R>The risks of investing in hybrid and preferred securities reflect a combination of the risks of investing in securities, options, futures and
currencies. An investment in a hybrid or preferred security may entail significant risks that are not associated with a similar investment in a
traditional debt or equity security. The risks of a particular hybrid or preferred security will depend upon the terms of the instrument, but may
include the possibility of significant changes in the value of any applicable reference instrument. Such risks may depend upon factors unrelated
to the operations or credit quality of the issuer of the hybrid or preferred security. Hybrid and preferred securities are potentially more volatile
and carry greater market and liquidity risks than traditional debt or equity securities. Also, the price of the hybrid or preferred security and any
applicable reference instrument may not move in the same direction or at the same time. In addition, because hybrid and preferred securities
may be traded over-the-counter or in bilateral transactions with the issuer of the security, hybrid and preferred securities may be subject to the
creditworthiness of the counterparty of the security and their values may decline substantially if the counterparty's creditworthiness deteriorates. In addition, uncertainty regarding the tax and regulatory treatment of hybrid and preferred securities may reduce demand for such securities and tax and regulatory considerations may limit the extent of a fund's investments in certain hybrid and preferred securities.</R>

Illiquid Securities cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may be costly to a fund.

Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and, through
reports from the fund's adviser, the Board monitors investments in illiquid securities.

Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature
of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer,
any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to
dispose of the security, and the ability to assign or offset the rights and obligations of the security).

Increasing Government Debt. The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.

A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able to
make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can
prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.

On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to "AA+"
from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+," there is no
guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings Services stated that
its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices
and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings
Services decisions to downgrade the long-term sovereign credit rating of the United States.

Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by
reference to a specific instrument, statistic, or measure.

Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as well
as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the indexes.

Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of
direct ownership.

Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed,
and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and
certain U.S. Government agencies.

Insolvency of Issuers, Counterparties, and Intermediaries.Issuers of fund portfolio securities or counterparties to fund transactions that
become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased
illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets,
where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy laws differ
from those of the U.S.

As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities and
the results of related proceedings can be unpredictable.

If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights against the
counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate
a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending transactions. If an intermediary
becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also
take time to resolve, which may result in illiquid positions.

Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates. A Fidelity fund will borrow through the program only when the costs are
equal to or lower than the costs of bank loans. A Fidelity fund will lend through the program only when the returns are higher than those
available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A Fidelity fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional
borrowing costs.

Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security
interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess
speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated but considered to be of equivalent
quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade debt security, an adviser may take into
account normal settlement periods.

Loans and Other Direct Debt Instruments. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables),
or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower
on demand. A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation
from a lender or other purchaser of a participation.

Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be adversely
affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's obligation, or that
the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly
speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for the repayment of the debt
may be unable, or unwilling, to pay interest and repay principal when due.

Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve
additional risks. For example, if a loan is foreclosed, the lender/purchaser could become part owner of any collateral, and would bear the costs
and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender
liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or
other intermediary.

A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the
borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the
benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and
delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.

Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate lenders/purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a lender/purchaser to increase
its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the
amount will ever be repaid.

For a Fidelity fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the fund
generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank
or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may
restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different companies and industries.

Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect
to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve
greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may
fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may
follow periods of rising interest rates.

The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality
debt securities and the ability of outside pricing services to value lower-quality debt securities.

Because the risk of default is higher for lower-quality debt securities, research and credit analysis are an especially important part of managing
securities of this type. Such analysis may focus on relative values based on factors such as interest or dividend coverage, asset coverage, earnings
prospects, and the experience and managerial strength of the issuer, in an attempt to identify those issuers of high-yielding securities whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future.

A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.

Mortgage Securities are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a
range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical
bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties.
Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual
securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by
the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie
Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae
and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by
the full faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition,
regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer
higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage
securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response
to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current
interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on
underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in
interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.

A fund may seek to earn additional income by using a trading strategy (commonly known as "mortgage dollar rolls" or "reverse mortgage
dollar rolls") that involves selling (or buying) mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase (or sell)
mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund
will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that
are permissible investments for the fund. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a
fund's right to repurchase or sell securities may be limited. This trading strategy may increase interest rate exposure and result in an increased
portfolio turnover rate which increases costs and may increase taxable gains.

<R></R>

Real Estate Investment Trusts. Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts
make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the
environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code
and failing to maintain exemption from the 1940 Act.

Reforms and Government Intervention in the Financial Markets. Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S.
Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments
of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are
uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that
affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may
also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in
certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments.

The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by
increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or
foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.

Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of
the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate
account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The
value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition,
delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its
right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.

Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities
Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may
increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.

Securities Lending. A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.

Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the ability to obtain
the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to
return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned
or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities
loaned, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below
the value of the replacement investment by the time the replacement investment is purchased. For a Fidelity fund, loans will be made only to
parties deemed by the fund's adviser to be in good standing and when, in the adviser's judgment, the income earned would justify the risks.

Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund.
Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.

<R>Securities of Other Investment Companies,including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio
management fees and operating expenses. Fees and expenses incurred indirectly by a fund as a result of its investment in shares of one or
more other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a separate line item in a
fund's prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment
companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a
premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.</R>

The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in such
securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of such
securities and the possibility that the fund's long-term returns on such securities will be diminished.

The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.

Short Sales. Stocks underlying a fund's convertible security holdings can be sold short. For example, if a fund's adviser anticipates a decline in the price of the stock underlying a convertible security held by the fund, it may sell the stock short. If the stock price subsequently
declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of the convertible security. Fidelity funds that employ this strategy generally intend to hedge no more than 15% of total assets with short sales on equity
securities underlying convertible security holdings under normal circumstances.

A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs, including
interest expenses, in connection with opening, maintaining, and closing short sales.

Structured Securities (also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined
by an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to changes in
the value of a reference instrument (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, or index) or the
relative change in two or more reference instruments. A structured security may be positively, negatively, or both positively and negatively
indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or
interest rate may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable
with respect to, or the interest rate of, a structured security may be calculated as a multiple of the percentage change (positive or negative) in the
value of the underlying reference instrument(s); therefore, the value of such structured security may be very volatile. Structured securities may
entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional
debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterparty's creditworthiness deteriorates.

<R>Temporary Defensive Policies.</R>

<R> Fidelity Series Equity-Income Fund reserves the right to invest without limitation in preferred stocks and investment-grade debt instruments for temporary, defensive purposes.</R>

Transfer Agent Bank Accounts. Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.

If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the fund when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any
balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are
investment risks of the fund. The fund faces the risk of loss of these balances if the bank becomes insolvent.

Warrants. Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be
more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the
assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants
more speculative than other types of investments.

Zero Coupon Bonds do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase
price and its face value is considered income.

PORTFOLIO TRANSACTIONS

Orders for the purchase or sale of portfolio securities are placed on behalf of the fund by FMR pursuant to authority contained in the management contract. To the extent that FMR grants investment management authority to a sub-adviser (see the section entitled "Management
Contract"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with
the policies described in this section.

FMR or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.

The fund will not incur any commissions or sales charges when it invests in shares of open-end investment companies (including any underlying central funds), but it may incur such costs when it invests directly in other types of securities.

Purchases and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their
services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities
traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in
both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network
(ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.

Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although
there is no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes
the disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the
spread between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in
underwritten fixed price offerings.

The Trustees of the fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio securities transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods of time to
determine if it was reasonable in relation to the benefits to the fund.

FMR.

The Selection of Securities Brokers and Dealers

FMR or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMR, to execute the fund's portfolio securities
transactions, FMR or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMR's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMR or its affiliates may
choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMR or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMR or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMR or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FMR or its
affiliates also may select a broker that charges more than the lowest available commission rate available from another broker. FMR or its
affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to
a second broker where a client does not permit trading with an affiliate of FMR or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection
of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMR or its affiliates may choose to
execute futures transactions electronically.

FMR may enter into trading services agreements with its affiliates to facilitate transactions in non-United States markets.

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMR) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and
research products and services supplement FMR's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMR or its affiliates do not use fund commissions to pay for products or services that do not
qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMR. FMR's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FMR or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services that FMR or its affiliates receive are furnished by brokers on their own initiative,
either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services
may be provided at no additional cost to FMR or its affiliates or have no explicit cost associated with them. In addition, FMR or its affiliates
may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may
be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.

FMR's Decision-Making Process. In connection with the allocation of fund brokerage, FMR or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMR or its affiliates, viewed in terms of the particular transaction for the fund or FMR's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMR or its affiliates have investment discretion; however,
each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While FMR or its
affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether
compensation paid is reasonable, neither FMR, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to pay for any
brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these
brokerage and research products and services assist FMR or its affiliates in terms of their overall investment responsibilities to the fund or any
other investment companies and investment accounts for which FMR or its affiliates have investment discretion. Certain funds or investment
accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.

Research Contracts. FMR or its affiliates have arrangements with certain third-party research providers and brokers through whom FMR
or its affiliates effect fund trades, whereby FMR or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMR or its affiliates may
still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research products and
services to FMR or its affiliates, or that may be available from another broker. FMR or its affiliates view hard dollar payments for research
products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar arrangements the
commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMR's or its affiliates' determination to
pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's or its affiliates'
part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMR or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements
with FMR or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund to
offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMR or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS), with whom they are under
common control, provided FMR or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms. In addition, FMR or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

FMR Co., Inc. (FMRC).

The Selection of Securities Brokers and Dealers

FMRC or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMRC, to execute the fund's portfolio securities
transactions, FMRC or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMRC's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMRC or its affiliates
may choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMRC or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMRC or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMRC or its affiliates may select a broker that uses a trading
method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate.
FMRC or its affiliates also may select a broker that charges more than the lowest available commission rate available from another broker.
FMRC or its affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related
commissions to a second broker where a client does not permit trading with an affiliate of FMRC or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMRC or its
affiliates may choose to execute futures transactions electronically.

FMRC may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets.

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMRC) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMRC or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMRC or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FMRC's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMRC or its affiliates do not use fund commissions to pay for products or services that do
not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMRC's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMRC or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMRC. FMRC's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage
and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their
own resources. To minimize the potential for conflicts of interest, the trading desks through which FMRC or its affiliates may execute trades
are instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage
and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is
managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the brokerage and research products and services that FMRC or its affiliates receive are furnished by brokers on their own
initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or
services may be provided at no additional cost to FMRC or its affiliates or have no explicit cost associated with them. In addition, FMRC or its
affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or
services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall
services.

FMRC's Decision-Making Process. In connection with the allocation of fund brokerage, FMRC or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMRC or its affiliates, viewed in terms of the particular transaction for the fund or FMRC's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMRC or its affiliates have investment discretion;
however, each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While
FMRC or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining
whether compensation paid is reasonable, neither FMRC, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to
pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise.
Typically, these brokerage and research products and services assist FMRC or its affiliates in terms of their overall investment responsibilities
to the fund or any other investment companies and investment accounts for which FMRC or its affiliates have investment discretion. Certain
funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit
other funds or accounts managed by FMRC or its affiliates.

Research Contracts. FMRC or its affiliates have arrangements with certain third-party research providers and brokers through whom
FMRC or its affiliates effect fund trades, whereby FMRC or its affiliates may pay with fund commissions or hard dollars for all or a portion of
the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMRC or its
affiliates may still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research
products and services to FMRC or its affiliates, or that may be available from another broker. FMRC or its affiliates view hard dollar payments
for research products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar
arrangements the commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMRC's or its affiliates' determination to pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on
FMRC's or its affiliates' part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMRC or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMRC) who have entered into arrangements
with FMRC or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund
to offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMRC or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided FMRC
or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of non-affiliated, qualified brokerage
firms. In addition, FMRC or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMRC to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

Commissions Paid

A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The
amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.

<R>For the fiscal periods ended January 31, 2014 and 2013, the fund's portfolio turnover rates were [__]% and [__]% [(annualized)],
respectively. Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions,
and/or changes in FMR's investment outlook.</R>

<R>[During the fiscal year ended  January 31, 2014, the fund held securities issued by one or more of its regular brokers or dealers or a
parent company of its regular brokers or dealers. The following table shows the aggregate value of the securities of the regular broker or dealer
or parent company held by the fund as of the fiscal year ended January 31, 2014.]</R>

|Fund                                  | Regular Broker or Dealer           | Aggregate Value ofSecurities Held
|------------------------------------- | ---------------------------------- | ---------------------------------
|<R>Fidelity Series Equity-Income Fund | [Name of Regular Broker or Dealer] | $	</R>                           
|<R>                                   | [Name of Regular Broker or Dealer] | $	</R>                           

<R>[For the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid no brokerage
commissions.]</R>

<R>[The following table shows the total amount of brokerage commissions paid by the fund, comprising commissions paid on securities
and/or futures transactions, as applicable, for the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31,
2013. The total amount of brokerage commissions paid is stated as a dollar amount and a percentage of the fund's average net assets.]</R>

|<R>Fiscal Year
EndedJanuary 31 |  | DollarAmount | Percentage of
AverageNet Assets</R>
|------------------------------ |  | ------------ | -----------------------------------
|<R>2014                        |  | $            | %</R>                              
|<R>2013A                       |  | $            | %</R>                              

A	Fund commenced operations on December 6, 2012.

<R>During the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid brokerage
commissions of $[__]and $[__], respectively, to NFS. NFS is paid on a commission basis. During the fiscal year ended January 31, 2014, this
amounted to approximately [__]% of the aggregate brokerage commissions paid by the fund for transactions involving approximately [__]%
of the aggregate dollar amount of transactions for which the fund paid brokerage commissions. [The difference between the percentage of
aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS is a result of
the low commission rates charged by NFS.] [The difference between the percentage of aggregate brokerage commissions paid to, and the
percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low price of certain securities.] [The
difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low price of certain securities. The difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low
rate of commissions paid on futures transactions.]</R>

<R>[During the fiscal year ended January 31, 2014, the fund paid $[__] in brokerage commissions to firms that may have provided research or brokerage services involving approximately $[__] of transactions. ][During the fiscal year ended January 31, 2014, the fund paid
no brokerage commissions to firms for providing research or brokerage services.] [For the twelve-month period ended December 31, 2013,
$[__] of the fund's brokerage commissions were allocated for research or brokerage services.] [During the twelve-month period ended December 31, 2013, the fund did not allocate brokerage commissions to firms for providing research or brokerage services.]</R>

VALUATION

<R> NAV is the value of a single share. NAV  is computed by adding a class's pro rata share of the value of the fund's investments, cash, and
other assets, subtracting the class's pro rata share of the fund's liabilities, subtracting the liabilities allocated to the class, and dividing the result
by the number of shares of that class that are outstanding.</R>

The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation oversight responsibilities to FMR.
FMR has established the FMR Fair Value Committee (FMR Committee) to fulfill these oversight responsibilities.

<R>Shares of open-end investment companies (including any underlying central funds) held by a fund are valued at their respective NAVs.
If an underlying fund's NAV is unavailable, shares of that underlying fund will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies.</R>

<R>Portfolio securities and assets held by an underlying money market central fund are valued on the basis of amortized cost. Generally,
other portfolio securities and assets held by a fund, as well as portfolio securities and assets held by an underlying non-money market central
fund, are valued as follows:</R>

Most equity securities are valued at the official closing price or the last reported sale price or, if no sale has occurred, at the last quoted bid
price on the primary market or exchange on which they are traded.

Debt securities and other assets for which market quotations are readily available may be valued at market values in the principal market in
which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities
may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques.

Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing
service are not readily available are valued at amortized cost, which approximates current value.

Futures contracts are valued at the settlement or closing price. Options are valued at their market quotations, if available. Swaps are valued
daily using quotations received from independent pricing services or recognized dealers.

Prices described above are obtained from pricing services that have been approved by the Board of Trustees. A number of pricing services
are available and the funds may use more than one of these services. The funds may also discontinue the use of any pricing service at any time.
FMR engages in oversight activities with respect to the fund's pricing services, which includes, among other things, testing the prices provided
by pricing services prior to calculation of a fund's NAV, conducting periodic due diligence meetings, and periodically reviewing the methodologies and inputs used by these services.

Foreign securities and instruments are valued in their local currency following the methodologies described above. Foreign securities,
instruments and currencies are translated to U.S. dollars, based on foreign currency exchange rate quotations supplied by a pricing service as of
the close of the New York Stock Exchange (NYSE), which uses a proprietary model to determine the exchange rate. Forward foreign currency
exchange contracts are valued at an interpolated rate based on days to maturity between the closest preceding and subsequent settlement period
reported by the third party pricing service.

Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service are
not readily available or, in the opinion of the FMR Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee
in accordance with applicable fair value pricing policies. For example, if, in the opinion of the FMR Committee, a security's value has been
materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is
principally traded, that security will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee may consider factors including price movements in futures contracts and ADRs, market
and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading.

BUYING AND SELLING INFORMATION

The fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures
approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this
purpose as they are valued in computing the class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain
or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other
property.

The fund, in its discretion, may determine to issue its shares in kind in exchange for securities held by the purchaser having a value, determined in accordance with the fund's policies for valuation of portfolio securities, equal to the purchase price of the fund shares issued. The fund
will accept for in-kind purchases only securities or other instruments that are appropriate under its investment objective and policies. In addition, the fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not
subject to restrictions on resale. All dividends, distributions, and subscription or other rights associated with the securities become the property
of the fund, along with the securities. Shares purchased in exchange for securities in kind generally cannot be redeemed for fifteen days following the exchange to allow time for the transfer to settle.

DISTRIBUTIONS AND TAXES

Dividends. A portion of the fund's income may qualify for the dividends-received deduction available to corporate shareholders, but it is
unlikely that all of the fund's income will qualify for the deduction. A portion of the fund's dividends, when distributed to individual shareholders, may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

Capital Gain Distributions. The fund's long-term capital gain distributions are federally taxable to shareholders generally as capital
gains.

<R>[January 31, 2014, the fund had an aggregate capital loss carryforward of approximately $[____]. This loss carryforward, [none of
which will expire/all of which will expire on January 31, [year]/ of which $[___], $[___], and $[___]will expire on January 31, [year], [year],
and [year] , respectively[, and $___ of which will not expire]], is available to offset future capital gains]. Under provisions of the Internal
Revenue Code and related regulations, [a fund must use losses that do not expire before it uses losses that do expire, and] a fund's ability to
utilize its capital loss carryforwards in a given year or in total may be limited.]</R>

Returns of Capital. If the fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of
the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will
generally not be taxable, but will reduce each shareholder's cost basis in the fund and result in a higher reported capital gain or lower reported
capital loss when those shares on which the distribution was received are sold.

Foreign Tax Credit or Deduction. Foreign governments may impose withholding taxes on dividends and interest earned by the fund with
respect to foreign securities held directly by the fund. Foreign governments may also impose taxes on other payments or gains with respect to
foreign securities held directly by the fund. Because the fund does not currently anticipate that securities of foreign issuers or underlying regulated investment companies will constitute more than 50% of its total assets at the end of its fiscal year, or fiscal quarter, respectively, shareholders should not expect to be eligible to claim a foreign tax credit or deduction on their federal income tax returns with respect to foreign taxes
withheld.

Tax Status of the Fund. The fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, the fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis (if the fiscal year is
other than the calendar year), and intends to comply with other tax rules applicable to regulated investment companies.

Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the
sale of shares of the fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may be
subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should consult
their tax advisers to determine whether the fund is suitable to their particular tax situation.

TRUSTEES AND OFFICERS

<R>The Trustees, Member of the Advisory Board, and  officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees [__] funds. Mr. Curvey oversees
[__] funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees [__] funds.</R>

<R>The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who
is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of
the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with
respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory
Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the
Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.</R>

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a
statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent
Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a
Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also
engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes,
and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating
Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders.
Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion
that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as
Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman
has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be
independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without
having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the
Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned
C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another
Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity
funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of
Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On
occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each
Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the
Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes
and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do
occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the
identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are
carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the
processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's
activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees
have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and
operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent
Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management.
Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including
their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston,
Massachusetts 02210.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>      
|--------------------------------------------------------------------------------------
|<R>James C. Curvey (1935)</R>                                                         
|<R>                                                                                   
|                                                                                      
|<R>                                                                                   
|<R>Year of Election or Appointment: 2007</R>
Trustee
Chairman of the Board of Trustees
|<R>                                                                                   
|<R>Ronald P. O'Hanley (1957)</R>                                                      
|<R>Year of Election or Appointment: 2011</R>
Trustee                                  
|<R>                                                                                   

*	Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities
under common control with FMR.

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>              
|----------------------------------------------------------------------------------------------
|<R>Dennis J. Dirks (1948)</R>                                                                 
|<R>                                                                                           
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>Alan J. Lacy (1953)</R>                                                                    
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Ned C. Lautenbach (1944)</R>                                                               
|<R>Year of Election or Appointment: 2000</R>
Trustee
Chairman of the Independent Trustees     
|<R>                                                                                           
|<R>Joseph Mauriello (1944)</R>                                                                
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Robert W. Selander (1950)</R>                                                              
|<R>Year of Election or Appointment: 2011</R>
Trustee                                          
|<R>                                                                                           
|<R>Cornelia M. Small (1944)</R>                                                               
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>William S. Stavropoulos (1939)</R>                                                         
|<R>Year of Election or Appointment: 2002</R>
Trustee
Vice Chairman of the Independent Trustees
|<R>                                                                                           
|<R>David M. Thomas (1949)</R>                                                                 
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

<R>Advisory Board Member and Officers:</R>

<R>Correspondence intended for  each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.</R>

|<R>Name, Year of Birth; Principal Occupation</R>                                    
|------------------------------------------------------------------------------------
|<R>Peter S. Lynch (1944)</R>                                                        
|<R>                                                                                 
|<R>Year of Election or Appointment: 2003</R>
Member of the Advisory Board           
|<R>                                                                                 
|<R>Elizabeth Paige Baumann (1968)</R>                                               
|<R>Year of Election or Appointment: 2012</R>
Anti-Money Laundering (AML) Officer    
|<R>                                                                                 
|<R>William C. Coffey (1969)</R>                                                     
|<R>Year of Election or Appointment: 2009</R>
Assistant Secretary                    
|<R>                                                                                 
|<R>Jonathan Davis (1968)</R>                                                        
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Adrien E. Deberghes (1967)</R>                                                   
|<R>Year of Election or Appointment: 2008</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stephanie J. Dorsey (1969)</R>                                                   
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Scott C. Goebel (1968)</R>                                                       
|<R>Year of Election or Appointment: 2008</R>
Secretary and Chief Legal Officer (CLO)
|<R>                                                                                 
|<R>Joseph A. Hanlon (1968)</R>                                                      
|<R>Year of Election or Appointment: 2012</R>
Chief Compliance Officer               
|<R>                                                                                 
|<R>Bruce T. Herring (1965)</R>                                                      
|<R>Year of Election or Appointment: 2006</R>
Vice President of certain Equity Funds 
|<R>                                                                                 
|<R>Brian B. Hogan (1964)</R>                                                        
|<R>Year of Election or Appointment: 2009</R>
Vice President                         
|<R>                                                                                 
|<R>Chris Maher (1972)</R>                                                           
|<R>Year of Election or Appointment: 2013</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Christine Reynolds (1958)</R>                                                    
|<R>Year of Election or Appointment: 2008</R>
Chief Financial Officer                
|<R>                                                                                 
|<R>Kenneth B. Robins (1969)</R>                                                     
|<R>Year of Election or Appointment: 2008</R>
President and Treasurer                
|<R>                                                                                 
|<R>Gary W. Ryan (1958)</R>                                                          
|<R>Year of Election or Appointment: 2005</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Stephen Sadoski (1971)</R>                                                       
|<R>Year of Election or Appointment: 2012</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stacie M. Smith (1974)</R>                                                       
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Renee Stagnone (1975)</R>                                                        
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Joseph F. Zambello (1957)</R>                                                    
|<R>Year of Election or Appointment: 2011</R>
Deputy Treasurer                       
|<R>                                                                                 

Standing Committees of the Fund's Trustees. The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has 10
standing committees. The members of each committee are Independent Trustees.

<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair and
Mr. Stavropoulos serving as Vice Chair. The committee normally meets eight times a year, or more frequently as called by the Chair, and serves
as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee
also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and
the proposed continuation of contracts between the funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders and significant litigation. The committee also
has oversight of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive
action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended January 31, 2014,
the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair.
The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and monitors matters of disclosure to the extent
required to fulfill its statutory responsibilities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal
year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Board of Trustees has established two Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair), and
Messrs. Dirks, Lacy,  and Selander) and the Equity II Committee (composed of Messrs. Stavropoulos (Chair), Lautenbach, Mauriello, and
Thomas). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the
Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the
personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. Each
committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes,
and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related
to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or
both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's
deliberations. During the fiscal year ended January 31, 2014, [each Fund Oversight Committee held [[Number of Meetings]/no] meeting[s]/the Equity I Committee held [[Number of Meetings]/no] meetings and the Equity II Committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Stavropoulos, and Thomas, and Ms.
Small. Mr. Lautenbach alternates his attendance of committee meetings with his attendance of Audit Committee meetings. The committee
normally meets eight times a year, or more frequently as called by the Chair. Regarding shareholder services, the committee considers the
structure and amount of the funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping
and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration
of these fees. The committee also considers other non-investment management services rendered to the funds by FMR and its affiliates, including pricing and bookkeeping services. The committee monitors and recommends policies concerning the securities transactions of the funds,
including brokerage. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any
allocation of portfolio transactions is not influenced by the sale of fund shares. The committee also monitors brokerage and other similar relationships between the funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution
of fund shares, the committee considers issues bearing on the various distribution channels employed by the funds, including issues regarding
Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions
and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finder's fees, and other means by which
intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also
considers issues bearing on the preparation and use of advertisements and sales literature for the funds, policies and procedures regarding
frequent purchase of fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Audit Committee is composed of Messrs. Mauriello (Chair), Lacy,  and Selander. Mr. Lautenbach alternates his attendance of
committee meetings with his attendance of Shareholder, Distribution, and Brokerage Committee meetings. All committee members must be
able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the SEC. The committee will have at least
one committee member in common with the Compliance Committee. The committee normally meets four times a year, or more frequently as
called by the Chair. The committee meets separately at least annuallywith the funds' Treasurer, with the funds' Chief Financial Officer, with
personnel responsible for the internal audit function of FMR LLC, and with the funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the funds. The committee assists the
Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the funds and the funds' service providers, (to the extent such controls impact the funds' financial statements); (ii) the funds' auditors and the annual audits of the funds' financial
statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the
funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the
provision by any outside auditor of certain non-audit services to fund service providers and their affiliates to the extent that such approval (in
the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and
may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors
of the funds. It is responsible for approving all audit engagement fees and terms for the funds and for resolving disagreements between a fund
and any outside auditor regarding any fund's financial reporting. Auditors of the funds report directly to the committee. The committee will
obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships
between the auditor and the funds and any service providers consistent with the rules of the Public Company Accounting Oversight Board. The
committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or
former employees of the outside auditors. It oversees and receives reports on the funds' service providers' internal controls and reviews the
adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material
weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the funds'
ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether
material or not, that involves management or other employees who have a significant role in the funds' or service providers internal controls
over financial reporting. The committee will also review any correspondence with regulators or governmental agencies or published reports
that raise material issues regarding the funds' financial statements or accounting policies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the
most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any
material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps
taken to deal with such issues. The committee will oversee and receive reports on the funds' financial reporting process, will discuss with FMR,
the funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC, their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the funds. The committee
will review with FMR, the funds' Treasurer, outside auditor, and internal audit personnel of FMR LLC and, as appropriate, legal counsel the
results of audits of the funds' financial statements. The committee will review periodically the funds' major internal controls exposures and the
steps that have been taken to monitor and control such exposures. During the fiscal year ended January 31, 2014, the committee held [[Number
of Meetings]/no] meeting[s].</R>

<R>The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair) and Stavropoulos. The committee meets as
called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the
Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The
committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the
Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for
Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make
such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under
applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees,
such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors
compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental
policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each
Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees.
The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other
developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to
fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation
of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee
shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the
Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the funds' or
the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge,
experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees
required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members
of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee
candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the
committee's scope of responsibilities, and may retain, at the funds' expense, such independent counsel or other advisers as it deems necessary.
The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates
presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the
candidate that demonstrates his or her ability to serve as an Independent Trustee of the funds, should be submitted to the Chair of the committee
at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all
candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds
within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting)
with the adviser, any sub-adviser, or their affiliates that could create an appearance of lack of independence in respect of the funds; (iv) has the
disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders;
(v) ability to attend regularly scheduled meetings during the year; (vi) demonstrates sound business judgment gained through broad experience
in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or
accounting knowledge to add value in the complex financial environment of the funds; (viii) experience on corporate or other institutional
oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory
conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light
of the funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the
Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a
whole, demonstrate the same level of fitness to serve as an Independent Trustee. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Compliance Committee is composed of Messrs. Selander (Chair), Lautenbach,  and Mauriello. The committee normally meets
quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and
procedures of the funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and
approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance
with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not
otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a CCO of the
funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and
compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The
committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports
which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters
that would otherwise be subject to periodic reporting or that may have a significant impact on the funds. The committee will recommend to the
Board, what actions, if any, should be taken with respect to such reports. During the fiscal year ended January 31, 2014, the committee held
[[Number of Meetings]/no] meeting[s].</R>

<R>The Proxy Voting Committee is composed of Messrs. Thomas (Chair), Dirks, and Selander. The committee will meet as needed to
review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The
committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations
between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee
will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The
committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The
committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR
relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the
casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be
reviewed by the Board. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Research Committee is composed of Messrs. Lacy (Chair) and Thomas, and Ms. Small. The Committee will meet as needed. The
Committee's purpose is to assess the quality of the investment research available to FMR's investment professionals. As such, the Committee
reviews information pertaining to the sources of such research, the categories of research, the manner in which the funds bear the cost of research, and FMR's internal research capabilities, including performance metrics, interactions between FMR portfolio managers and research
analysts, and the professional quality of analysts in research careers. Where necessary, the Committee recommends actions with respect to
various reports providing information on FMR's research function. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in the fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2013.</R>

|Interested Trustees                                                              
|---------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                       
|<R>Fidelity Series Equity-Income Fund                                            
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

|Independent Trustees                                                             
|---------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                       
|<R>Fidelity Series Equity-Income Fund                                            
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

<R></R>

|<R>DOLLAR RANGE OFFUND SHARES                                                     | Cornelia M. Small                                                      | William S.Stavropoulos                                                 | David M. Thomas                                                        |  | </R>
|--------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- |  | ----
|<R>Fidelity Series Equity-Income Fund                                             | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] |  | </R>
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY | [over $100,000]                                                        | [over $100,000]                                                        | [over $100,000]                                                        |  | </R>

<R>The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or
her services for the fiscal year ended January 31, 2014, or calendar year ended December 31, 2013, as applicable.</R>

|Compensation Table1                         
|--------------------------------------------
|<R>AGGREGATE
COMPENSATIONFROM A FUND        
|<R>Fidelity Series Equity-Income Fund[B]    
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA
|<R>AGGREGATE
COMPENSATIONFROM A FUND        
|<R>Fidelity Series Equity-Income Fund[B]    
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA

<R></R>

<R>1	James C. Curvey, Ronald P. O'Hanley, and Peter S. Lynch are interested persons and are compensated by Fidelity.</R>

<R></R>

<R>A	Reflects compensation received for the calendar year ended December 31, 2013 for [__] funds of [__] trusts (including Fidelity Central
Investment Portfolios LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees and Member
of the Advisory Board. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Dennis
J. Dirks, [$__]; Ned C. Lautenbach, [$__]; Cornelia M. Small, [$__]; and William S. Stavropoulos, [$__].</R>

<R>[B	Compensation figures include cash and may include amounts deferred at the election of Trustees and Member of the Advisory
Board]. Certain of the Independent Trustees' and Advisory Board Member's aggregate compensation from the fund includes accrued
voluntary deferred compensation as follows: [Name of Trustee or ABM], [$___].]</R>

<R>[As of [___________], [__]%  of the fund's total outstanding shares was held  by Fidelity funds. As of [__________], the Trustees ,
Member of the Advisory Board, and officers of the fund owned, in the aggregate, less than [___]% of the fund's total outstanding shares.]</R>

CONTROL OF INVESTMENT ADVISERS

FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), Fidelity Management & Research (Japan) Inc. (FMR
Japan), and FMRC. The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the
Abigail P. Johnson family, directly or through trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common shares.
Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on
any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which
all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed
where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership
of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the
1940 Act, to form a controlling group with respect to FMR LLC.

At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management,
shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of
securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of
emerging businesses.

<R>FMR, FMRC, FMR U.K., FMR H.K., FMR Japan,  FDC, and the fund have adopted a code of ethics under Rule 17j-1 of the 1940 Act
that sets forth employees' fiduciary responsibilities regarding the fund, establishes procedures for personal investing, and restricts certain
transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own investment
accounts, including securities that may be purchased or held by the fund.</R>

MANAGEMENT CONTRACT

The fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

Management Services.Under the terms of its management contract with the fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment
objective, policies and limitations. FMR also provides the fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of the fund and all Trustees who are interested persons of the trust or of FMR, and all personnel of the fund or
FMR performing services relating to research, statistical and investment activities.

In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing facilities for maintaining the fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the fund; preparing all general
shareholder communications and conducting shareholder relations; maintaining the fund's records and the registration of the fund's shares
under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the
fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.

Management-Related Expenses.In addition to the management fee payable to FMR and the fees payable to the transfer agent and pricing
and bookkeeping agent, and the costs associated with securities lending, the fund or each class thereof, as applicable, pays all of its expenses
that are not assumed by those parties. The fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and Independent Trustees. The fund's management contract further provides that the fund will
pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however,
under the terms of the fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by the fund include interest,
taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary filings under state securities laws. The fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its
officers and Trustees with respect to litigation.

Management Fee. For the services of FMR under the management contract, the fund pays FMR a monthly management fee which has two
components: a group fee rate and an individual fund fee rate.

<R>The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts. For this purpose, the monthly average net assets of any registered investment companies with which FMR previously had
management contracts but that currently have management contracts with Fidelity SelectCo, LLC are included.</R>

|GROUP FEE RATE SCHEDULE | EFFECTIVE ANNUAL FEE RATES
|----------------------- | --------------------------
|Average GroupAssets     | AnnualizedRate            
|0                       | -                         
|3                       | -                         
|6                       | -                         
|9                       | -                         
|12                      | -                         
|15                      | -                         
|18                      | -                         
|21                      | -                         
|24                      | -                         
|30                      | -                         
|36                      | -                         
|42                      | -                         
|48                      | -                         
|66                      | -                         
|84                      | -                         
|102                     | -                         
|138                     | -                         
|174                     | -                         
|210                     | -                         
|246                     | -                         
|282                     | -                         
|318                     | -                         
|354                     | -                         
|390                     | -                         
|426                     | -                         
|462                     | -                         
|498                     | -                         
|534                     | -                         
|587                     | -                         
|646                     | -                         
|711                     | -                         
|782                     | -                         
|860                     | -                         
|946                     | -                         
|1,041                   | -                         
|1,145                   | -                         
|1,260                   | -                         
|1,386                   | -                         
|1,525                   | -                         
|1,677                   | -                         
|Over                    |                           

<R>The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized
rates on the left. For example, the effective annual fee rate at $[__] billion of group net assets - the approximate level for January 2014 - was
[__]%, which is the weighted average of the respective fee rates for each level of group net assets up to $[__] billion.</R>

<R>The fund's individual fund fee rate is 0.20%. Based on the average group net assets  for January 2014, the fund's annual management
fee rate would be calculated as follows:</R>

|Fund                                  | Group Fee Rate |   | Individual Fund Fee Rate |   | Management Fee Rate
|------------------------------------- | -------------- | - | ------------------------ | - | -------------------
|<R>Fidelity Series Equity-Income
Fund | 0.____%        | + | 0.2000%                  | = | 0.____%</R>        

One-twelfth of the management fee rate is applied to the fund's average net assets for the month, giving a dollar amount which is the fee for
that month.

<R>For the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid FMR management fees of $[__] and $[__], respectively.</R>

FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.

<R>Expense reimbursements  will increase returns and yield, and repayment of the reimbursement  will decrease returns and yield.</R>

Sub-Adviser - FMRC.On behalf of the fund, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has
day-to-day responsibility for choosing investments for the fund. Under the terms of the sub-advisory agreement for the fund, FMR, and not the
fund, pays FMRC's fees.

Sub-Advisers - FMR U.K., FMR H.K., and FMR Japan. On behalf of the fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR H.K., and FMR Japan. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the fund (discretionary services). FMR, and
not the fund, pays the sub-advisers.

<R></R>

<R>[Portfolio manager holdings and compensation information to be filed  by subsequent amendment.]</R>

<R></R>

PROXY VOTING GUIDELINES

The following Proxy Voting Guidelines were established by the Board of Trustees of the Fidelity funds, after consultation with Fidelity.
(The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly, are subject to
change.)

I.	General Principles

A.	Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows:
(i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will
be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.

B.	FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees have
a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders, and are
instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment Proxy Research
employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance
with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when there are factors that may prompt
one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees
are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests
of Fidelity and its customers.

C.	Except as set forth herein, FMR will generally vote in favor of routine management proposals.

D.	Non-routine proposals will generally be voted in accordance with the Guidelines.

E.	Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity
Fund Board Committee or its designee.

F.	FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's
likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.
Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.

G.	Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and are
not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure
practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into
consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.

H.	In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership
on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.

I.	Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment
to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on
this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for
the election of directors at the next election.

II.	Definitions (as used in this document)

A.	Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the right
of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.

B.	Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single
trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than
three times annual compensation (salary and bonus) in the event of a termination following a change in control.

C.	Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.

D.	Sunset Provision - a condition in a charter or plan that specifies an expiration date.

E.	Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a
potential acquirer announces a bona fide offer for all outstanding shares.

F.	Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.

G.	Large-Capitalization Company - a company included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap
Index.

H.	Small-Capitalization Company - a company not included in the Russell 1000® Index or the Russell Global ex-U.S. Large
Cap Index that is not a Micro-Capitalization Company.

I.	Micro-Capitalization Company - a company with a market capitalization under US $300 million.

J.	Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity
award plan on a regular basis.

III.	Directors

A.	Incumbent Directors

FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of all
directors or directors on responsible committees if:

1.	An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as set
forth below.

With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of
the following conditions are met when a Poison Pill is introduced, extended, or adopted:

a. The Poison Pill includes a Sunset Provision of less than five years;

b. The Poison Pill includes a Permitted Bid Feature;

c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and

d. Shareholder approval is required to reinstate the Poison Pill upon expiration.

FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are
not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a.
and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual
shareholder meeting, FMR will withhold authority on the election of directors.

2.	The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position
of up to 20% of a company's total voting securities and of any class of voting securities.

3.	Within the last year and without shareholder approval, a company's board of directors or compensation committee has
repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.

4.	Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account
such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the
company has adopted or extended a Golden Parachute without shareholder approval.

5.	To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform
to the Guidelines and the company has failed to act on that commitment.

6.	The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the
director served during the company's prior fiscal year, absent extenuating circumstances.

7.	The board is not composed of a majority of independent directors.

B.	Indemnification

FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or
limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the
proposal is accompanied by Anti-Takeover Provisions.

C.	Independent Chairperson

FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or
independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular
facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests
of shareholders and to promote effective oversight of management by the board of directors.

D.	Majority Director Elections

FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a
board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where
there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a
company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful
alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to
receive the support of a majority of the votes cast in an uncontested election.

IV.	Compensation

A.	Executive Compensation

1.	Advisory votes on executive compensation

a.	FMR will generally vote for proposals to ratify executive compensation unless such compensation appears
misaligned with shareholder interests or otherwise problematic, taking into account such factors as, among other
things, (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restriction; and (v) whether
the company has adopted or extended a Golden Parachute without shareholder approval.

b.	FMR will generally vote against proposals to ratify Golden Parachutes.

2.	Frequency of advisory vote on executive compensation

FMR will generally support annual advisory votes on executive compensation.

B.	Equity award plans (including stock options, restricted stock awards, and other stock awards).

FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:

1.	(a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a
Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.

2.	In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of
grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in
lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has
repriced options outstanding under the plan in the past two years without shareholder approval.

3.	The plan includes an Evergreen Provision.

4.	The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not
occur.

C.	Equity Exchanges and Repricing

FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if
the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such
factors as:

1.	Whether the proposal excludes senior management and directors;

2.	Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;

3.	The company's relative performance compared to other companies within the relevant industry or industries;

4.	Economic and other conditions affecting the relevant industry or industries in which the company competes; and

5.	Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with
the interests of shareholders.

D.	Employee Stock Purchase Plans

FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based
participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower
minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the
minimum stock purchase price must be at least 75% of the stock's fair market value.

E.	Employee Stock Ownership Plans (ESOPs)

FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state
of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and
number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of
the purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change
in control.

F.	Bonus Plans and Tax Deductibility Proposals

FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to
qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well
defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per
participant is clearly stated and is not unreasonable or excessive.

V.	Anti-Takeover Provisions

FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:

A.	The Poison Pill includes the following features:

1.	A Sunset Provision of no greater than five years;

2.	Linked to a business strategy that is expected to result in greater value for the shareholders;

3.	Requires shareholder approval to be reinstated upon expiration or if amended;

4.	Contains a Permitted Bid Feature; and

5.	Allows the Fidelity Funds to hold an aggregate position of up to 20% of a company's total voting securities and of any
class of voting securities.

B.	An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or

C.	It is a fair price amendment that considers a two-year price history or less.

FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:

D.	In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's
Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any
time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to
vote for the election of directors.

E.	In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.

F.	In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least 25% of
the outstanding stock request that the company establish a record date determining which shareholders are entitled to act
and that consents be solicited from all shareholders.

VI.	Capital Structure/Incorporation

A.	Increases in Common Stock

FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total
number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares,
including stock options, except in the case of real estate investment trusts, where an increase that will result in a total
number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is
generally acceptable.

<R>B.	Reverse Stock Splits</R>

<R>FMR will generally vote in favor of reverse stock splits as long as the post-split authorized shares is no greater than
three times the post-split number of outstanding and scheduled to be issued shares, including stock awards, or in the case of
real estate investment trusts the number of post-split authorized shares is not greater than five times the post-split number of
outstanding and scheduled to be issued shares.</R>

C.	New Classes of Shares

FMR will generally vote against the introduction of new classes of stock with differential voting rights.

D.	Cumulative Voting Rights

FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.

E.	Acquisition or Business Combination Statutes

FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that
enable the company to opt out of the control shares acquisition or business combination statutes.

F.	Incorporation or Reincorporation in Another State or Country

FMR will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in
another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear
reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and
proposed jurisdictions and any changes to the company's current and proposed governing documents. FMR will consider
supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining
incorporated in the current jurisdiction appears misaligned with shareholder interests.

VII.	Shares of Investment Companies

A.	When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or
non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund or class
("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.

B.	<R>Certain Fidelity Funds may invest in shares of underlying Fidelity Funds that do not have public shareholders. For Fidelity Funds without public shareholders that are managed by FMR or an affiliate, FMR will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.</R>

VIII.	Other

A.	Voting Process

FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.

B.	Regulated Industries

Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of such
organization.

<R>To view a fund's proxy voting record for the most recent 12-month period ended June 30,  visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.</R>

DISTRIBUTION SERVICES

The fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 100 Salem
Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the
Financial Industry Regulatory Authority, Inc. The distribution agreement calls for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are continuously offered at NAV. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.

The Trustees have approved a Distribution and Service Plan on behalf of Class F of the fund (the Plan) pursuant to Rule 12b-1 under the
1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plan, as
approved by the Trustees, allows Class F and FMR to incur certain expenses that might be considered to constitute indirect payment by the fund
of distribution expenses.

<R>Under the Class F Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the
distribution of its shares, such payment is authorized by the Plan. The Class F Plan specifically recognizes that FMR may use its management
fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to
result in the sale of Class F shares and/or shareholder support services. In addition, the Class F Plan provides that FMR, directly or through
FDC, may pay significant amounts to intermediaries  that provide those services. Currently, the Board of Trustees has authorized such payments for Class F shares.</R>

Prior to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit Class F of the fund and its shareholders. In particular, the Trustees noted
that the Plan does not authorize payments by Class F of the fund other than those made to FMR under its management contract with the fund. To
the extent that the Plan gives FMR and FDC greater flexibility in connection with the distribution of class shares, additional sales of class shares
or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plan by
local entities with whom shareholders have other relationships.

<R>FDC or an affiliate may compensate, or upon direction make payments for certain retirement plan expenses to intermediaries.  A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or
type of services provided by the intermediary, the level or expected level of assets or sales of shares, and other factors. In addition to such
payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and
issues, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in
order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at
seminars, including travel, lodging, entertainment, and meals. Certain of the payments described above may be significant to an intermediary.
As permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay
or allow other incentives or payments to intermediaries.</R>

The fund's transfer agent or an affiliate may also make payments and reimbursements from its own resources to certain intermediaries (who
may be affiliated with the transfer agent) for providing recordkeeping and administrative services to plan participants or for providing other
services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.

FDC or an affiliate may also make payments to banks, broker-dealers and other service-providers (who may be affiliated with FDC) for
distribution-related activities and/or shareholder services. If you have purchased shares of the fund through an investment professional, please
speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates,
as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

Any of the payments described in this section may represent a premium over payments made by other fund families. Investment professionals may have an added incentive to sell or recommend a fund or a share class over others offered by competing fund families, or retirement
plan sponsors may take these payments into account when deciding whether to include a fund as a plan investment option.

TRANSFER AND SERVICE AGENT AGREEMENTS

<R>The fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an
affiliate of FMR, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of the agreement, FIIOC (or an agent,
including an affiliate) performs transfer agency services.</R>

FIIOC receives no fees for providing transfer agency services to Class F.

FIIOC may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances, maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research.

FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports,
notices, and statements to existing shareholders, with the exception of proxy statements.

<R>The fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR (or an agent,
including an affiliate). The fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for shares,  maintains the fund's portfolio and general accounting records, and administers the
fund's securities lending program.</R>

For providing pricing and bookkeeping services, FSC receives a monthly fee based on the fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for the fund are 0.0389% of the first $500 million of average net assets, 0.0275% of
average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between $3.5 billion and $25 billion, and 0.0019% of
average net assets in excess of $25 billion.

For administering the fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.

<R>Pricing and bookkeeping fees paid by the fund to FSC for the fiscal year ended January 31, 2014 and fiscal period December 6, 2012 to
January 31, 2013, are shown in the following table.</R>

<R></R>

|<R>Fund                               | 2014 | 2013</R>
|------------------------------------- | ---- | --------
|<R>Fidelity Series Equity-Income Fund | $    | $	*</R> 

*	From December 6, 2012.

<R>[For the fiscal year ended January 31, 2014 and fiscal period December 6, 2012 to January 31, 2013, the fund did not pay FSC for
securities lending.]</R>

<R>[Payments made by the fund to FSC for securities lending for the fiscal year ended January 31, 2014 and fiscal period December 6,
2012 to January 31, 2013, are shown in the following table.]</R>

|<R>Fund                               | 2014 | 2013</R>
|------------------------------------- | ---- | --------
|<R>Fidelity Series Equity-Income Fund | $    | $	*</R> 

<R>[*	From December 6, 2012.]</R>

DESCRIPTION OF THE TRUST

<R>Trust Organization. Fidelity Series Equity-Income Fund is a fund of Fidelity Devonshire Trust, an open-end management investment company created under an initial declaration of trust dated March 4, 1985. Currently, there are eight funds offered in the trust: Fidelity
Advisor® Series Equity-Income Fund, Fidelity Advisor® Series Stock Selector Large Cap Value Fund, Fidelity Equity-Income Fund, Fidelity
Mid Cap Value Fund, Fidelity Series All-Sector Equity Fund, Fidelity Series Equity-Income Fund, Fidelity Series Stock Selector Large Cap
Value Fund, and Fidelity Stock Selector Large Cap Value Fund. The Trustees are permitted to create additional funds in the trust and to create
additional classes of the fund.</R>

The assets of the trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each
fund in the trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated
to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds or classes.

Shareholder Liability. The trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.

The Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the
trust or fund. The Declaration of Trust provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating to
the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets.
The Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.

The Declaration of Trust provides for indemnification out of each fund's property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. The Declaration of Trust also provides that each fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances in which a fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to shareholders is remote. Claims asserted against one class of shares may
subject holders of another class of shares to certain liabilities.

<R>Voting Rights. Each fund's capital consists of shares of beneficial interest. Shareholders are entitled to one vote for each dollar of net
asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by
fund, and by class.</R>

The shares have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.

The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or
a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class
available for distribution.

Custodians. The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of the fund's assets and the appointment of any subcustodian banks and clearing agencies. The Bank of New
York Mellon and JPMorgan Chase Bank, each headquartered in New York, also may serve as special purpose custodians of certain assets in
connection with repurchase agreement transactions. From time to time, subject to approval by a fund's Treasurer, the fund may enter into
escrow arrangements with other banks if necessary to participate in certain investment offerings.

<R>FMR, its officers and directors, its affiliated companies, Member of the Advisory Board, and Members of the Board of Trustees may,
from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of the fund's adviser, the terms and
conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.</R>

<R>Independent Registered Public Accounting Firm. [________],  independent registered public accounting firm, audits financial
statements for the fund and provides other audit related services.</R>

FUND HOLDINGS INFORMATION

The fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer
guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving the fund's best interests by
striking an appropriate balance between providing information about the fund's portfolio and protecting the fund from potentially harmful
disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the fund's chief compliance
officer periodically.

The fund will provide a full list of holdings, including its top ten holdings, monthly on www.fidelity.com 30 days after the month-end
(excluding high income security holdings, which generally will be presented collectively monthly and included in a list of full holdings 60 days
after its fiscal quarter-end).

The fund will provide its top ten holdings (excluding cash and futures) as of the end of the calendar quarter on Fidelity's web site 15 or more
days after the calendar quarter-end.

Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.

The fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance
attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of the press,
consultants, and ratings and ranking organizations.

The Use of Holdings In Connection With Fund Operations. Material non-public holdings information may be provided as part of the
activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund, are
required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not misuse
the disclosed information. These entities, parties, and persons include, but are not limited to: the fund's trustees; the fund's manager, its sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of funds);
contractors who are subject to a confidentiality agreement; the fund's auditors; the fund's custodians; proxy voting service providers; financial
printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on
one or more securities; securities lending agents; counsel to the fund or its Independent Trustees; regulatory authorities; stock exchanges and
other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third
parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may
also be provided to an issuer regarding the number or percentage of its shares that are owned by the fund and in connection with redemptions in
kind.

Other Uses Of Holdings Information. In addition, the fund may provide material non-public holdings information to (i) third parties that
calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment
adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving the fund.
Each individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts
and circumstances, the disclosure appears unlikely to be harmful to the fund. Entities receiving this information must have in place control
mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the
information to effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third
parties is limited. FMR relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be harmful to the fund.

<R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous Friday),
generally 5 business days thereafter);  DocuLynx Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and certain affiliates
(full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next business day).</R>

<R>FMR, its affiliates, or the fund will not enter into any arrangements with third parties from which they derive consideration for the
disclosure of material non-public holdings information. If, in the future,  such an arrangement is desired, prior Board approval would be sought
and any such arrangements would be disclosed in the fund's SAI.</R>

There can be no assurance that the fund's policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.

FINANCIAL STATEMENTS

<R>The fund's financial statements and financial highlights for the fiscal year ended  January 31, 2014, and report of the independent
registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating
expenses as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because
total annual operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the financial highlights do not, except to the extent any acquired fund fees and expenses relate to an entity, such as a wholly-owned
subsidiary, with which a fund's financial statements are consolidated. Acquired funds include other investment companies (such as central
funds or other underlying funds) in which the fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in
the prospectus fee table and the financial highlights do not include any expenses associated with investments in certain structured or synthetic
products that may rely on the exception from the definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the 1940
Act.</R>

APPENDIX

<R>Fidelity, Fidelity Investments & Pyramid Design, and Fidelity Advisor are registered service marks of FMR LLC. © 2014 FMR
LLC. All rights reserved.</R>

The third-party marks appearing above are the marks of their respective owners.

Fund/Ticker

Fidelity Advisor®Series Equity-Income Fund/FLMLX

Shares of the fund are available for purchase only by mutual funds for which FMR or an affiliate serves as investment manager.

Prospectus

<R>April 1, 2014</R>

bmh581477

---

# Contents

|Fund Summary               | (Click
Here) | Fidelity Advisor®Series Equity-Income Fund                      
|-------------------------- | ------------ | ----------------------------------------------------------------
|<R>Fund Basics             | (Click
Here) | Investment Details</R>                                          
|<R>                        | (Click
Here) | Valuing Shares</R>                                              
|<R>Shareholder Information | (Click
Here) | Additional Information about the Purchase and Sale of
Shares</R>
|<R>                        | (Click
Here) | Account Policies</R>                                            
|<R>                        | (Click
Here) | Dividends and Capital Gain Distributions</R>                    
|<R>                        | (Click
Here) | Tax Consequences</R>                                            
|<R>Fund Services           | (Click
Here) | Fund Management</R>                                             
|<R>                        | (Click
Here) | Fund Distribution</R>                                           
|<R>Appendix                | (Click
Here) | Financial Highlights</R>                                        
|<R>                        | 19           | Additional Index Information</R>                                

Prospectus

---

# Fund Summary

Fund:Fidelity Advisor®Series Equity-Income Fund

## Investment Objective

The fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation.

## Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

|Shareholder fees(fees paid directly from your investment) | None
|--------------------------------------------------------- | ----

<R>Annual  operating expenses(expenses that you pay each year as a % of the value of your investment)</R>

|<R>Management fee                        | %</R> 
|---------------------------------------- | ------
|Distribution and/or Service (12b-1) fees | None  
|<R>Other expenses                        | %</R> 
|<R>[Acquired fund fees and expenses      | %]</R>
|<R>Total annual operating expenses       | %</R> 

<R>[[X]Based on historical expenses, adjusted to reflect currentfees.]</R>

<R>[[X]Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees and expenses.]</R>

<R>This example helps compare the cost of investing in the fund with the cost of investing in other  funds.</R>

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for
shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest
actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

|<R>1 year   | $</R>
|----------- | -----
|<R>3 years  | $</R>
|<R>5 years  | $</R>
|<R>10 years | $</R>

Prospectus

Fund Summary - continued

### Portfolio Turnover

<R>The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which
are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year,  the fund's portfolio turnover rate was [__]% of the average value of its portfolio.</R>

## Principal Investment Strategies

- Normally investing at least 80% of assets in equity securities.
- Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks.
- Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities.
- Investing in domestic and foreign issuers.
- Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.
- <R>• Potentially using covered call options as tools in managing the fund's assets.</R>

## Principal Investment Risks

- <R>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory,
market, or economic developments. Different parts of the market, including different market sectors, and different types of securities can
react differently to these developments.</R>
- Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
- Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory,
market, or economic developments and can perform differently from the U.S. market.
- Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield
debt securities) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of
the issuer. The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to
adverse issuer, political, regulatory, market, or economic developments.
- "Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

Prospectus

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. You could lose money by investing in the fund.

## Performance

<R>The following information is intended to help you understand the risks of investing in the fund. The information illustrates the performance
of the fund's shares over the past year and compares the performance of the fund's shares to the performance of a securities market index over
various periods of time. The index description appears in the Additional Index Information section of the prospectus. Past performance (before
and after taxes) is not an indication of future performance.</R>

<R>Visit www.advisor.fidelity.com  for updated return information.</R>

### <R>Year-by-Year Returns</R>

|<R>Calendar Year |  |  |  |  |  |  |  |  |  | 2013</R>
|---------------- |  |  |  |  |  |  |  |  |  | --------
|<R>              |  |  |  |  |  |  |  |  |  | %</R>   

<R>bmh581549</R>

|<R>During the period shown in the chart: | Returns | Quarter ended</R>      
|---------------------------------------- | ------- | -----------------------
|<R>Highest Quarter Return                | __%     | [Month][Day],[Year]</R>
|<R>Lowest Quarter Return                 | __%     | [Month][Day],[Year]</R>

### <R>Average Annual Returns</R>

<R>After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of
state or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement. [Return After Taxes on Distributions and Sale of
Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund
shares.]</R>

Prospectus

Fund Summary - continued

|<R>For the periods ended
December 31, 2013                                       | Past 1
year | Life of
fundA</R>
|-------------------------------------------------------------------------------- | ----------- | -----------------
|<R>Fidelity Advisor Series Equity-Income Fund                                    |             | </R>             
|<R>Return Before Taxes                                                           | %           | %</R>            
|<R>Return After Taxes on Distributions                                           | %           | %</R>            
|<R>Return After Taxes on Distributions and Sale of Fund Shares                   | %           | %</R>            
|<R>Russell 3000® Value Index(reflects no deduction for fees, expenses, or taxes) | %           | %</R>            

<R>A From December 6, 2012.</R>

## <R>Investment Adviser</R>

<R>Fidelity Management & Research Company (FMR) (the Adviser) is the fund's manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.</R>

## Portfolio Manager(s)

James Morrow (portfolio manager) has managed the fund since December 2012.

## Purchase and Sale of Shares

The fund offers its shares only to certain other mutual funds managed by FMR or an affiliate.

<R>The price to sell one share  is its net asset value per share (NAV). Shares will be sold at the NAV next calculated after an order is received in
proper form.</R>

<R></R>

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

The fund has no minimum investment requirement.

## Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may
also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later,
upon withdrawal of your investment from such account).

## <R>Payments to Broker-Dealers and Other Financial Intermediaries</R>

<R>The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks,
broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of
fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more
information.</R>

Prospectus

---

# Fund Basics

## Investment Details

Investment Objective

<R>Fidelity Advisor Series Equity-Income Fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation.</R>

Principal Investment Strategies

<R>The Adviser normally invests at least 80% of the fund's assets in equity securities. The Adviser normally invests the fund's assets primarily in
income-producing equity securities. The Adviser may also invest the fund's assets in other types of equity securities and debt securities, including
lower-quality debt securities. The fund seeks a yield for its shareholders that exceeds the yield on the securities comprising the S&P 500® Index.
</R>

<R>The Adviser may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.</R>

<R>The Adviser's emphasis on above-average income-producing equity securities tends to lead to investments in large cap "value" stocks.
However, the Adviser is not constrained by any particular investment style. In buying and selling securities for the fund, the Adviser relies on
fundamental analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial
condition, earnings outlook, strategy, management, industry position, and economic and market conditions.</R>

<R>The Adviser may also use covered call options as tools in managing the fund's assets. By writing covered call options, the Adviser sells the
option to buy a security held by the fund at a specified price in exchange for a premium.</R>

<R>In addition to the principal investment strategies discussed above, the Adviser may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.</R>

<R>The Adviser may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.</R>

<R>If the Adviser's strategies do not work as intended, the fund may not achieve its objective.</R>

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks,
preferred stocks, convertible securities, and warrants.

<R>Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the
amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold
at a discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, money market securities, mortgage and other asset-backed securities, loans and loan participations, and other securities believed to have debt-like characteristics, including hybrids and synthetic securities.</R>

Prospectus

<R>Derivatives are investments whose values are tied to an underlying asset, instrument, currency, or index. Derivatives include options transactions such as call options (options to buy). Writing a call option involves writing (selling) an option on a security or other instrument, which
obligates the writer to sell the underlying security or instrument or to make a net cash settlement payment in return for a set price (the strike
price) upon the buyer's exercise of the option. The seller is paid a price (premium) for the option. A call option is "covered" if the underlying
security or instrument is held in a fund's portfolio at the time the option is written.</R>

Principal Investment Risks

<R>Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and
in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of
investment in the securities of that issuer. To the extent a fund writes covered call options on particular securities, it gives up some ability to participate in price increases of the underlying securities. When you sell your shares they may be worth more or less than what you paid for them,
which means that you could lose money by investing in the fund.</R>

The following factors can significantly affect the fund's performance:

<R>Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments.
Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including
different market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies
in one sector can react differently from those in another, large cap stocks can react differently from small cap stocks, and "growth" stocks can
react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole.
Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse
long-term effects on world economies and markets generally.</R>

<R>Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates.
In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities
and certain types of securities, such as mortgage securities and the securities of issuers in the financial services sector, can be more sensitive to
interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security's price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend
to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with
floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest
rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities
may react differently from other types of debt securities.</R>

Prospectus

Fund Basics - continued

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve
additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange
rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country
or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions
that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an
issuer or counterparty, which can affect a security's or instrument's credit quality or value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Lower-quality debt securities (those of less than investment-grade quality, also referred to as
high yield debt securities) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company, political, or
economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic
difficulty.

"Value" Investing. "Value" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and
other types of stocks. "Value" stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, "value"
stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

Prospectus

<R>In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If the fund does so, different factors could affect its performance and the fund may not achieve its investment objective.</R>

### Fundamental Investment Policies

<R>The following is  fundamental, that is, subject to change only by shareholder approval:</R>

<R>Fidelity Advisor Series Equity-Income Fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential
for capital appreciation.</R>

### Shareholder Notice

<R>The following  is subject to change only upon 60 days' prior notice to shareholders:</R>

<R>Fidelity Advisor Series Equity-Income Fund normally invests at least 80% of its assets in equity securities.</R>

## Valuing Shares

The fund is open for business each day the NYSE is open.

<R> NAV is the value of a single share. Fidelity normally calculates  NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern
time. The fund's assets normally are valued as of this time for the purpose of computing NAV.</R>

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the
Securities and Exchange Commission (SEC).

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may
be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

<R>NAV is calculated using the values of other open-end funds, if any, in which the fund invests  (referred to as underlying funds). Shares of underlying funds are valued at their respective NAVs.  Other assets (as well as assets held by an underlying Fidelity non-money market fund) are valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities
are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not readily
available or, in the Adviser's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. For example, if, in the Adviser's opinion, a security's value has been materially affected by
events occurring before a fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that
security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. Fair value pricing will be used for
high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.</R>

Prospectus

Fund Basics - continued

<R>Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in
overseas markets present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of  NAV by short-term traders.</R>

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that
would be realized if the security were sold.

Prospectus

---

# Shareholder Information

## Additional Information about the Purchase and Sale of Shares

<R>As used in this prospectus, the term "shares" generally refers to the shares offered through this prospectus.</R>

### <R>Frequent Purchases and Redemptions</R>

The fund may reject for any reason, or cancel as permitted or required by law, any purchase orders, including transactions deemed to represent
excessive trading, at any time.

<R>Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio
management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's
NAV.</R>

<R>Because the fund is primarily offered for investment only to certain other Fidelity funds, the potential for excessive or short-term disruptive
purchases and sales is reduced. Accordingly, the Board of Trustees has not adopted policies and procedures designed to discourage excessive
trading of fund shares and the fund accommodates frequent trading.</R>

<R>The fund has no limit on purchase transactions but may in its discretion restrict, reject, or cancel any purchases that, in the Adviser's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.</R>

<R>The fund  reserves the right at any time to restrict purchases or impose conditions that are more restrictive on excessive trading than
those stated in this prospectus.</R>

<R>The fund has no exchange privilege with any other fund.</R>

### Buying Shares

<R>Shares are offered only to certain other Fidelity funds.</R>

<R>Theprice to buyone share  is its NAV. Shares are sold without a sales charge.</R>

<R>Shares  will be bought at the NAV next calculated after an order is received in proper form.</R>

<R>Orders by funds of funds for which Fidelity  serves as investment manager will be treated as received by the fund at the same time that the
corresponding orders are received in proper form by the funds of funds.</R>

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

- All wires must be received in proper form by Fidelity at the fund's designated wire bank before the close of the Federal Reserve Wire System
on the day of purchase or you could be liable for any losses or fees the fund or Fidelity has incurred or for interest and penalties.

Prospectus

Shareholder Information - continued

- Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled
and the monies may be withheld.

### Selling Shares

<R>The price to sell one share  is its NAV.</R>

<R>Shares  will be sold at the NAV next calculated after an order is received in proper form. Normally, redemptions will be processed by the
next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the
fund.</R>

<R>Orders by funds of funds for which Fidelity  serves as investment manager will be treated as received by the fund at the same time that the
corresponding orders are received in proper form by the funds of funds.</R>

When you place an order to sell shares, note the following:

- Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the
NYSE is restricted, or as permitted by the SEC.
- <R>Redemption proceeds may be paid in securities or other property rather than in cash if the Adviser determines it is in the best interests of
the fund.</R>
- Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

## Account Policies

Fidelity will send monthly account statements detailing fund balances and all transactions completed during the prior month.

<R></R>

## Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions.

The fund normally pays dividends in April, July, October, and December and pays capital gain distributions in March and December.

<R>Any dividends and capital gain distributions will be automatically reinvested in additional shares.</R>

## Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged
retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes.

For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as
ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital
gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period
requirements are met).

Prospectus

If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full
price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them.

Taxes on transactions. Your redemptions may result in a capital gain or loss for federal tax purposes. A capital gain or loss on your investment
in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Prospectus

---

# Fund Services

## Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

<R>The Adviser is the fund's manager. The address of the Adviser and its affiliates, unless otherwise indicated below, is 245 Summer Street,
Boston, Massachusetts 02210.</R>

<R>As of December 31, 2012, the Adviser had approximately $1.0 billion in discretionary assets under management, and approximately $1.67
trillion when combined with all of its affiliates' assets under management.</R>

<R>As the manager, the Adviser has overall responsibility for directing the fund's investments and handling its business affairs.</R>

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

<R>FMRC is an affiliate of the Adviser. As of December 31, 2012, FMRC had approximately $684.7 billion in discretionary assets under management.</R>

<R>Other investment advisers assist the Adviser with foreign investments:</R>

- <R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom,
serves as a sub-adviser for the fund. As of December 31, 2012, FMR U.K. had approximately $17.7 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United Statesand may also provide investment advisory services for the fund. FMR U.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2012, FMR H.K. had approximately $7.6 billion in discretionary assets under management. FMR H.K.
may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services
for the fund. FMR H.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo,
Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide
investment advisory services for the fund. FMR Japan is an affiliate of the Adviser.</R>

James Morrow is portfolio manager of the fund, which he has managed since December 2012. He also manages other funds. Since joining Fidelity
Investments in 1999, Mr. Morrow has worked as a research analyst and portfolio manager.

The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and
any fund shares held by the portfolio manager.

Prospectus

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent
the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other
conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

<R>The fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. The fee is calculated
by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout
the month.</R>

<R>The group fee rate is based on the average net assets of all the mutual funds advised by FMR. For this purpose, the average net assets of
any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo, LLC are included. This rate cannot rise above
0.52%, and it drops as total assets under management increase.</R>

<R>For January 2014, the group fee rate was [__]%. The individual fund fee rate is 0.20%.</R>

<R>The total management fee for the fiscal year ended January 31, 2014, was [__]% of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.</R>

<R>The Adviser pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.</R>

<R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's
annual report for the fiscal period ended January 31, 2013 and in the fund's semi-annual report for the fiscal period ended July 31, 2013.</R>

<R>From  time to time,  the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining the ability to be repaid
if expenses fall below the specified limit prior to the end of the fiscal year.</R>

Reimbursement or waiver arrangements can decrease expenses and boost performance.

<R>[As of [_______], approximately __%  of the fund's total outstanding shares was held by FMR and/or another entity or entities of which
FMR LLC is the ultimate parent.]</R>

## Fund Distribution

<R>The fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act)
with respect to its shares that recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources
from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of shares of the
fund and/or shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide
those services. Currently, the Board of Trustees of the fund has authorized such payments for shares of the fund.</R>

Prospectus

Fund Services - continued

<R>If payments made by the Adviser to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of
the fund's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of
sales charges.</R>

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than
those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to
make such offer.

Prospectus

---

# Appendix

## Financial Highlights

<R>Financial Highlights are intended to help you understand the financial history of fund shares for the past 5 years (or, if shorter, the period
of operations). Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in shares (assuming reinvestment of all dividends and distributions). The annual information has
been audited by [Name of Auditor], independent registered public accounting firm, whose report, along with fund financial statements, is included in the  annual report. Annual reports are available for free upon request.</R>

## <R>[Financial Highlights to be filed by subsequent amendment.]</R>

<R></R>

<R>AAdditional IndexInformation</R>

<R></R>

<R>Russell 3000®Value Indexisa market capitalization-weighted indexdesignedtomeasuretheperformanceofthebroadvaluesegmentoftheU.S.equitymarket.ItincludesthoseRussell3000Indexcompanieswithlowerprice-to-bookratiosandlowerforecastedgrowthrates.</R>

<R></R>

Prospectus

Notes

|IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For investors other than individuals:When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may
be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide
documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI
also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and
semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment
strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-877-208-0098. In addition, you may visit Fidelity's web site at
www.advisor.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

|The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web
site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C.
Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
Investment Company Act of 1940, File Number, 811-01352
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at
202-371-8300.

<R>Fidelity Advisor and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2014 FMR LLC. All rights reserved.</R>

The third-party marks appearing above are the marks of their respective owners.

<R>1.950920.103-a	AEDTI-PRO-0314</R>

Fidelity Advisor®Series Equity-Income Fund (FLMLX)

A Fund of Fidelity Devonshire Trust

STATEMENT OF ADDITIONAL INFORMATION

<R>April 1, 2014</R>

This statement of additional information (SAI) is not a prospectus. Portions of the fund's annual report are
incorporated herein. The annual report is supplied with this SAI.

<R>To obtain a free additional copy of the prospectus or SAI, dated April 1, 2014, or an annual report, please
call Fidelity at 1-877-208-0098 or visit Fidelity's web site at www.advisor.fidelity.com.</R>

<R>AEDTI-PTB-0314
1.950921.103-a</R>

bmh581492

TABLE OF CONTENTS

|                                      | PAGE            
|------------------------------------- | ----------------
|Investment Policies and Limitations   | (Click
Here)    
|<R>Portfolio Transactions             | (Click
Here)</R>
|Valuation                             | (Click
Here)    
|Buying and Selling Information        | (Click
Here)    
|<R>Distributions and Taxes            | (Click
Here)</R>
|<R>Trustees and Officers              | (Click
Here)</R>
|<R>Control of Investment Advisers     | (Click
Here)</R>
|<R>Management Contract                | (Click
Here)</R>
|Proxy Voting Guidelines               | (Click
Here)    
|Distribution Services                 | (Click
Here)    
|Transfer and Service Agent Agreements | (Click
Here)    
|<R>Description of the Trust           | (Click
Here)</R>
|<R>Fund Holdings Information          | (Click
Here)</R>
|Financial Statements                  | (Click
Here)    
|<R>Appendix                           | (Click
Here)</R>

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of the fund's assets that may be invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such
security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.

The fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.

The following are the fund's fundamental investment limitations set forth in their entirety.

Diversification

The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.

Senior Securities

The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.

Borrowing

The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

Underwriting

The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.

Concentration

The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements
collateralized by U.S. Government securities, Fidelity Management & Research Company (FMR) looks through to the U.S. Government securities.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in Fidelity® Money Market
Central Fund and/or any non-money market central fund, FMR looks through to the holdings of the central fund.

For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer
and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification provider used by FMR does not assign a classification.

Real Estate

The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate
business).

Commodities

The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but
this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments
backed by physical commodities).

Loans

The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.

The following investment limitations are not fundamental and may be changed without shareholder approval.

Short Sales

The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

Margin Purchases

The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.

Borrowing

The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated
as borrowings for purposes of the fundamental borrowing investment limitation).

Illiquid Securities

The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

Loans

The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the
fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) assuming
any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of
debt instruments.)

In addition to the fund's fundamental and non-fundamental investment limitations discussed above:

For the fund's limitations on futures and options transactions, see the section entitled "Futures, Options, and Swaps" on page (Click Here).

The following pages contain more detailed information about types of instruments in which the fund may invest, techniques the fund's
adviser (or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. The fund's adviser (or a
sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its
goal. However, the fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do
so might benefit the fund.

On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "an
adviser" or "the adviser" may relate to the fund's adviser or a sub-adviser, as applicable.

Affiliated Bank Transactions. A Fidelity fund may engage in transactions with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings.
In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.

Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including
changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to
prepayment risk.

Borrowing. If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be considered a form of leverage.

Cash Management. A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase
agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only) shares of Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.

Central Funds are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients. Central
funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related
to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the
portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those funds.

<R>Commodity Futures Trading Commission (CFTC) Notice of Exclusion.The trust, on behalf of the Fidelity fund to which this SAI
relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to the fund's
operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO. However, the CFTC
has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to
regulation by the CFTC. As of the date of this SAI, the adviser does not expect to register as a CPO of the fund. However, there is no certainty
that a fund or its adviser will be able to rely on an exclusion in the future as the fund's investments change over time. A fund may determine not
to use investment strategies that trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. If a
fund or its adviser operates subject to CFTC regulation, it may incur additional expenses.</R>

Common Stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock, although related proceedings can take time to resolve and results can be unpredictable.

Convertible Securities are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer)
into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may
also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be received upon
conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in
the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will
tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types
of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for
loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same
extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality
securities.

Exchange Traded Funds (ETFs) are shares of other investment companies, commodity pools, or other entities that are traded on an exchange. Typically, assets underlying the ETF shares are stocks, though they may also be commodities or other instruments. An ETF may seek
to replicate the performance of a specified index or may be actively managed.

Typically, ETF shares are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse
ETFs (also called "short ETFs" or "bear ETFs"), ETF shares are expected to increase in value as the value of the underlying benchmark decreases. Inverse ETFs seek to deliver the opposite of the performance of the benchmark they track and are often marketed as a way for investors
to profit from, or at least hedge their exposure to, downward moving markets. Investments in inverse ETFs are similar to holding short positions in the underlying benchmark.

ETF shares are redeemable only in large blocks (typically, 50,000 shares) often called "creation units" by persons other than a fund, and are
redeemed principally in-kind at each day's next calculated net asset value per share (NAV). ETFs typically incur fees that are separate from
those fees incurred directly by a fund. A fund's purchase of ETFs results in the layering of expenses, such that the fund would indirectly bear a
proportionate share of any ETF's operating expenses. Further, while traditional investment companies are continuously offered at NAV, ETFs
are traded in the secondary market (e.g., on a stock exchange) on an intra-day basis at prices that may be above or below the value of their
underlying portfolios.

Some of the risks of investing in an ETF that tracks an index are similar to those of investing in an indexed mutual fund, including tracking
error risk (the risk of errors in matching the ETF's underlying assets to the index or other benchmark); and the risk that because an ETF is not
actively managed, it cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Other ETF risks include
the risk that ETFs may trade in the secondary market at a discount from their NAV and the risk that the ETFs may not be liquid. ETFs also may
be leveraged. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they track and use derivatives in an
effort to amplify the returns (or decline, in the case of inverse ETFs) of the underlying index or benchmark. While leveraged ETFs may offer
the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater. Most leveraged and inverse
ETFs "reset" daily, meaning they are designed to achieve their stated objectives on a daily basis. Leveraged and inverse ETFs can deviate
substantially from the performance of their underlying benchmark over longer periods of time, particularly in volatile periods.

Exchange Traded Notes (ETNs)are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines aspects of both bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset minus fees and
expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held
until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or other reference asset to
which the ETN is linked minus certain fees. Unlike regular bonds, ETNs typically do not make periodic interest payments and principal typically is not protected.

<R>ETNs also incur certain expenses not incurred by their applicable index. The market value of an ETN is determined by supply and
demand, the current performance of the index or other reference asset, and the credit rating of the ETN issuer. The market value of ETN shares
may differ from their intraday indicative value. The value of an ETN may also change due to a change in the issuer's credit rating. As a result,
there may be times when an ETN's share trades at a premium or discount to its NAV. Some ETNs that use leverage in an effort to amplify the
returns of an underlying index or other reference asset can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a
fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are
greater.</R>

Exposure to Foreign and Emerging Markets. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

<R>Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or
adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate
assets or convert currency into U.S. dollars, or other government intervention. From time to time, a fund's adviser and/or its affiliates may
determine that, as a result of regulatory requirements that may apply to the adviser and/or its affiliates due to investments in a particular country,
investments in the securities of issuers domiciled or listed on trading markets in that country above certain thresholds (which may apply at the
account level or in the aggregate across all accounts managed by the adviser and its affiliates) may be impractical or undesirable. In such
instances, the adviser may limit or exclude investment in a particular issuer, and investment flexibility may be restricted. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that a fund's adviser will be able to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.</R>

It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S.
issuers. Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be
released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased investment or valuation
risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or
foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than with U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform accounting,
auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a
timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies
than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal
rights in foreign countries.

Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such
restrictions.

American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to
many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and
economic risks of the underlying issuer's country.

The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and
economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks of nationalization
of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights
than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making
prompt liquidation of holdings difficult or impossible at times.

Foreign Currency Transactions. A fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering
into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer
may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to
the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate
on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange.

The following discussion summarizes the principal currency management strategies involving forward contracts that could be used by a
fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same
purposes. Forward contracts not calling for physical delivery of the underlying instrument will be settled through cash payments rather than
through delivery of the underlying currency. All of these instruments and transactions are subject to the risk that the counterparty will default.

A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the
date a security denominated in a foreign currency is purchased or sold and the date on which payment is made or received. Entering into a
forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of
U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used to protect a
fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet
been selected.

A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in a foreign currency.
For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge," would tend
to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A fund could
also attempt to hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency
exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform
similarly to the currency in which the hedged securities are denominated.

A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure
from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a
"cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased,
much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. A fund may
cross-hedge its U.S. dollar exposure in order to achieve a representative weighted mix of the major currencies in its benchmark index and/or to
cover an underweight country or region exposure in its portfolio. Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it purchases.

Successful use of currency management strategies will depend on an adviser's skill in analyzing currency values. Currency management
strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to a fund if
currencies do not perform as an adviser anticipates. For example, if a currency's value rose at a time when a fund had hedged its position by
selling that currency in exchange for dollars, the fund would not participate in the currency's appreciation. If a fund hedges currency exposure
through proxy hedges, the fund could realize currency losses from both the hedge and the security position if the two currencies do not move in
tandem. Similarly, if a fund increases its exposure to a foreign currency and that currency's value declines, the fund will realize a loss. Foreign
currency transactions involve the risk that anticipated currency movements will not be accurately predicted and that a fund's hedging strategies
will be ineffective. Moreover, it is impossible to precisely forecast the market value of portfolio securities at the expiration of a foreign currency
forward contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expenses of such
transaction), if an adviser's predictions regarding the movement of foreign currency or securities markets prove inaccurate.

A fund may be required to limit its hedging transactions in foreign currency forwards, futures, and options in order to maintain its classification as a "regulated investment company" under the Internal Revenue Code (Code). Hedging transactions could result in the application of the
mark-to-market provisions of the Code, which may cause an increase (or decrease) in the amount of taxable dividends paid by a fund and could
affect whether dividends paid by a fund are classified as capital gains or ordinary income. A fund will cover its exposure to foreign currency
transactions with liquid assets in compliance with applicable requirements. There is no assurance that an adviser's use of currency management strategies will be advantageous to a fund or that it will employ currency management strategies at appropriate times.

Options and Futures Relating to Foreign Currencies. Currency futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most
currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains
the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

The uses and risks of currency options and futures are similar to options and futures relating to securities or indexes, as discussed below. A
fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different
foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or forward
contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the
value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in the Yen, but will not
protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over time.

Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of the fund to reduce
foreign currency risk using such options.

Fund's Rights as an Investor. Fidelity funds do not intend to direct or administer the day-to-day operations of any company. A fund may,
however, exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to a company's management, board of directors, and shareholders, and holders of a company's other securities when such matters could have a significant effect on the
value of the fund's investment in the company. The activities in which a fund may engage, either individually or in conjunction with others,
may include, among others, supporting or opposing proposed changes in a company's corporate structure or business activities; seeking
changes in a company's directors or management; seeking changes in a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting the filing of a bankruptcy petition; or
foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to litigation and it is possible that a fund could
be involved in lawsuits related to such activities. Such activities will be monitored with a view to mitigating, to the extent possible, the risk of
litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation
against a fund will not be undertaken or liabilities incurred. The fund's proxy voting guidelines are included in this SAI.

Futures, Options, and Swaps. The success of any strategy involving futures, options, and swaps depends on an adviser's analysis of many
economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts
discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to
exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its portfolio securities
and its investment performance could be primarily dependent upon securities it does not own.

Fidelity Advisor® Series Equity-Income Fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result,
more than 25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or
write put options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options
would exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums
for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or
acquired or traded together with their underlying securities, and do not apply to structured notes.

The limitations on the fund's investments in futures contracts, options, and swaps, and the fund's policies regarding futures contracts, options, and swaps may be changed as regulatory agencies permit.

The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures, options
on futures, and forward contracts.

Futures Contracts. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the
contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities or
commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign indexes for funds that seek foreign exposure). Futures on indexes and futures not calling for physical delivery of the underlying instrument will
be settled through cash payments rather than through delivery of the underlying instrument. Futures can be held until their delivery dates, or can
be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by
closing out its futures contracts.

The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it
had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to
move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend to offset both positive
and negative market price changes, much as if the underlying instrument had been sold.

The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying instrument
or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. If
the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in
value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in a fund's
NAV. The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not represent a borrowing or loan by a
fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the fund's contract expired. In the event
of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in
proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is also required to segregate
liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin and variation margin, if any.

Although futures exchanges generally operate similarly in the United States and abroad, foreign futures exchanges may follow trading,
settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United States may not
involve a clearing mechanism or related guarantees and may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member, or other party that may owe initial or variation margin to a fund.
Because initial and variation margin payments may be measured in foreign currency, a futures contract traded outside the United States may
also involve the risk of foreign currency fluctuation.

There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily
price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a
given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into
new positions or close out existing positions. The daily limit governs only price movements during a particular trading day and therefore does
not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of
positions and subjecting some holders of futures contracts to substantial losses.

If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of
unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its
value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may be heightened for
commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments such as stocks and
bonds.

Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not
track the performance of the fund's other investments.

Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in
how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures
contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that
are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated
with the purchase of the physical commodity.

Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to
the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such futures contracts,
the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the
anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the
markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.

Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options
have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or
commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange or OTC. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the
purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike
price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or may be
settled through cash payments. A purchaser may also terminate a put option position by closing it out in the secondary market at its current
price, if a liquid secondary market exists.

The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium, plus related transaction costs).

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right (but
not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls.
At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost of the
option.

The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium,
the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses
to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while
the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin
payments to an FCM as described above for futures contracts.

If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of
the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it
should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would expect to suffer a loss. This
loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as
applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put
options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a
call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying
instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.

Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close out
the put or call option on the secondary market may move more or less than the price of the related security.

There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively low
trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward
more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be
impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits
or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position
until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options positions could
also be impaired.

Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike
price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the
option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options
generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the
exchanges where they are traded.

Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on
the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to
reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to open and close out.

A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap gives a
party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a
specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a
greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap. When a fund purchases
an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However,
when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying
agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the
underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on
the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."

Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not
track the performance of the fund's other investments.

Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in
how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or
sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate
for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are
not offset by gains in other investments.

<R>Swap Agreements. Swap Agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are
transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a
central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or more
payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or
instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be exchanged between
the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed.</R>

<R>Swap agreements can take many different forms and are known by a variety of names. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements
are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price. Certain standardized
swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a clearinghouse and by a clearing
member FCM may be in excess of the collateral required to be posted by a fund to support its obligations under a similar uncleared swap. It is
expected, however, that regulators will adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the
near future, which could reduce the distinction.</R>

<R>A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the
market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof)
during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an
interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use total
return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.</R>

In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection
seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified
credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference
entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an
unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets
without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.

Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement
calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller, the
fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a fund is the
credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller.

If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially
resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap agreements
only with counterparties that meet certain standards of creditworthiness.

A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a
swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited
temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the
counterparty.

Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A fund
bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic
factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio
investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment,
which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also
reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex
and often valued subjectively.

<R>Hybrid and Preferred Securities. A hybrid security may be a debt security, warrant, convertible security, certificate of deposit or
other evidence of indebtedness on which the value of the interest on or principal of which is determined by reference to changes in the value of a
reference instrument or financial strength of a reference entity (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, index, or business entity such as a financial institution). Preferred securities may take the form of preferred stock and represent an
equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of
dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds generally take precedence over the claims
of those who own preferred and common stock.</R>

<R>The risks of investing in hybrid and preferred securities reflect a combination of the risks of investing in securities, options, futures and
currencies. An investment in a hybrid or preferred security may entail significant risks that are not associated with a similar investment in a
traditional debt or equity security. The risks of a particular hybrid or preferred security will depend upon the terms of the instrument, but may
include the possibility of significant changes in the value of any applicable reference instrument. Such risks may depend upon factors unrelated
to the operations or credit quality of the issuer of the hybrid or preferred security. Hybrid and preferred securities are potentially more volatile
and carry greater market and liquidity risks than traditional debt or equity securities. Also, the price of the hybrid or preferred security and any
applicable reference instrument may not move in the same direction or at the same time. In addition, because hybrid and preferred securities
may be traded over-the-counter or in bilateral transactions with the issuer of the security, hybrid and preferred securities may be subject to the
creditworthiness of the counterparty of the security and their values may decline substantially if the counterparty's creditworthiness deteriorates. In addition, uncertainty regarding the tax and regulatory treatment of hybrid and preferred securities may reduce demand for such securities and tax and regulatory considerations may limit the extent of a fund's investments in certain hybrid and preferred securities.</R>

Illiquid Securities cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may be costly to a fund.

Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and, through
reports from the fund's adviser, the Board monitors investments in illiquid securities.

Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature
of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer,
any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to
dispose of the security, and the ability to assign or offset the rights and obligations of the security).

Increasing Government Debt. The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.

A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able to
make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can
prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.

On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to
"AA+" from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+,"
there is no guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings
Services stated that its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings Services decisions to downgrade the long-term sovereign credit rating of the United States.

Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by
reference to a specific instrument, statistic, or measure.

Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as well
as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the indexes.

Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of
direct ownership.

Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed,
and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and
certain U.S. Government agencies.

Insolvency of Issuers, Counterparties, and Intermediaries.Issuers of fund portfolio securities or counterparties to fund transactions that
become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased
illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets,
where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy laws differ
from those of the U.S.

As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities and
the results of related proceedings can be unpredictable.

If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights against the
counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate
a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending transactions. If an intermediary
becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also
take time to resolve, which may result in illiquid positions.

Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates. A Fidelity fund will borrow through the program only when the costs are
equal to or lower than the costs of bank loans. A Fidelity fund will lend through the program only when the returns are higher than those
available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A Fidelity fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional
borrowing costs.

Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security
interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess
speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated but considered to be of equivalent
quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade debt security, an adviser may take into
account normal settlement periods.

Loans and Other Direct Debt Instruments. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables),
or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower
on demand. A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation
from a lender or other purchaser of a participation.

Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for
payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled
interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a
small fraction of the amount owed. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for
the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.

Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve
additional risks. For example, if a loan is foreclosed, the lender/purchaser could become part owner of any collateral, and would bear the costs
and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender
liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or
other intermediary.

A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the
borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the
benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and
delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.

Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate lenders/purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a lender/purchaser to increase
its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the
amount will ever be repaid.

For a Fidelity fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the fund
generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank
or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may
restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different companies and industries.

Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect
to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve
greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may
fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may
follow periods of rising interest rates.

The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality
debt securities and the ability of outside pricing services to value lower-quality debt securities.

Because the risk of default is higher for lower-quality debt securities, research and credit analysis are an especially important part of managing securities of this type. Such analysis may focus on relative values based on factors such as interest or dividend coverage, asset coverage,
earnings prospects, and the experience and managerial strength of the issuer, in an attempt to identify those issuers of high-yielding securities
whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future.

A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.

Mortgage Securities are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a
range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical
bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties.
Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual
securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by
the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie
Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae
and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by
the full faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition,
regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer
higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage
securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response
to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current
interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on
underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in
interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.

A fund may seek to earn additional income by using a trading strategy (commonly known as "mortgage dollar rolls" or "reverse mortgage
dollar rolls") that involves selling (or buying) mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase (or sell)
mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund
will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that
are permissible investments for the fund. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a
fund's right to repurchase or sell securities may be limited. This trading strategy may increase interest rate exposure and result in an increased
portfolio turnover rate which increases costs and may increase taxable gains.

<R></R>

Real Estate Investment Trusts. Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts
make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the
environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code
and failing to maintain exemption from the 1940 Act.

Reforms and Government Intervention in the Financial Markets. Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S.
Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments
of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are
uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that
affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may
also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in
certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments.

The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by
increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or
foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.

Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of
the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate
account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The
value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition,
delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its
right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.

Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities
Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may
increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.

Securities Lending. A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.

Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the ability to obtain
the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to
return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned
or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities
loaned, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below
the value of the replacement investment by the time the replacement investment is purchased. For a Fidelity fund, loans will be made only to
parties deemed by the fund's adviser to be in good standing and when, in the adviser's judgment, the income earned would justify the risks.

Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund.
Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.

<R>Securities of Other Investment Companies,including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio
management fees and operating expenses. Fees and expenses incurred indirectly by a fund as a result of its investment in shares of one or more
other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a separate line item in a fund's
prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium
or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.</R>

The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in such
securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of such
securities and the possibility that the fund's long-term returns on such securities will be diminished.

The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.

Short Sales. Stocks underlying a fund's convertible security holdings can be sold short. For example, if a fund's adviser anticipates a decline in the price of the stock underlying a convertible security held by the fund, it may sell the stock short. If the stock price subsequently
declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of the convertible security. Fidelity funds that employ this strategy generally intend to hedge no more than 15% of total assets with short sales on equity
securities underlying convertible security holdings under normal circumstances.

A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs, including
interest expenses, in connection with opening, maintaining, and closing short sales.

Structured Securities (also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined
by an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to changes in
the value of a reference instrument (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, or index) or the
relative change in two or more reference instruments. A structured security may be positively, negatively, or both positively and negatively
indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or
interest rate may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable
with respect to, or the interest rate of, a structured security may be calculated as a multiple of the percentage change (positive or negative) in the
value of the underlying reference instrument(s); therefore, the value of such structured security may be very volatile. Structured securities may
entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional
debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterparty's creditworthiness deteriorates.

<R>Temporary Defensive Policies.</R>

<R> Fidelity Advisor® Series Equity-Income Fund reserves the right to invest without limitation in preferred stocks and investment-grade
debt instruments for temporary, defensive purposes.</R>

Transfer Agent Bank Accounts. Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.

If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the fund when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any
balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are
investment risks of the fund. The fund faces the risk of loss of these balances if the bank becomes insolvent.

Warrants. Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be
more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the
assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants
more speculative than other types of investments.

Zero Coupon Bonds do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase
price and its face value is considered income.

PORTFOLIO TRANSACTIONS

Orders for the purchase or sale of portfolio securities are placed on behalf of the fund by FMR pursuant to authority contained in the management contract. To the extent that FMR grants investment management authority to a sub-adviser (see the section entitled "Management
Contract"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with
the policies described in this section.

FMR or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.

The fund will not incur any commissions or sales charges when it invests in shares of open-end investment companies (including any underlying central funds), but it may incur such costs when it invests directly in other types of securities.

Purchases and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their
services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities
traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in
both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network
(ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.

Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although
there is no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes
the disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the
spread between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in
underwritten fixed price offerings.

The Trustees of the fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio securities transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods of time to
determine if it was reasonable in relation to the benefits to the fund.

FMR.

The Selection of Securities Brokers and Dealers

FMR or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMR, to execute the fund's portfolio securities
transactions, FMR or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMR's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMR or its affiliates may
choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMR or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMR or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMR or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FMR or its
affiliates also may select a broker that charges more than the lowest available commission rate available from another broker. FMR or its
affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to
a second broker where a client does not permit trading with an affiliate of FMR or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection
of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMR or its affiliates may choose to
execute futures transactions electronically.

FMR may enter into trading services agreements with its affiliates to facilitate transactions in non-United States markets.

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMR) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and
research products and services supplement FMR's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMR or its affiliates do not use fund commissions to pay for products or services that do not
qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMR. FMR's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FMR or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services that FMR or its affiliates receive are furnished by brokers on their own initiative,
either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services
may be provided at no additional cost to FMR or its affiliates or have no explicit cost associated with them. In addition, FMR or its affiliates
may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may
be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.

FMR's Decision-Making Process. In connection with the allocation of fund brokerage, FMR or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMR or its affiliates, viewed in terms of the particular transaction for the fund or FMR's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMR or its affiliates have investment discretion; however,
each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While FMR or its
affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether
compensation paid is reasonable, neither FMR, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to pay for any
brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these
brokerage and research products and services assist FMR or its affiliates in terms of their overall investment responsibilities to the fund or any
other investment companies and investment accounts for which FMR or its affiliates have investment discretion. Certain funds or investment
accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.

Research Contracts. FMR or its affiliates have arrangements with certain third-party research providers and brokers through whom FMR
or its affiliates effect fund trades, whereby FMR or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMR or its affiliates may
still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research products and
services to FMR or its affiliates, or that may be available from another broker. FMR or its affiliates view hard dollar payments for research
products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar arrangements the
commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMR's or its affiliates' determination to
pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's or its affiliates'
part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMR or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements
with FMR or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund to
offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMR or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS), with whom they are under
common control, provided FMR or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms. In addition, FMR or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

FMR Co., Inc. (FMRC).

The Selection of Securities Brokers and Dealers

FMRC or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMRC, to execute the fund's portfolio securities
transactions, FMRC or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMRC's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMRC or its affiliates
may choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMRC or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMRC or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMRC or its affiliates may select a broker that uses a trading
method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate.
FMRC or its affiliates also may select a broker that charges more than the lowest available commission rate available from another broker.
FMRC or its affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related
commissions to a second broker where a client does not permit trading with an affiliate of FMRC or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMRC or its
affiliates may choose to execute futures transactions electronically.

FMRC may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets.

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMRC) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMRC or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMRC or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FMRC's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMRC or its affiliates do not use fund commissions to pay for products or services that do
not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMRC's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMRC or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMRC. FMRC's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage
and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their
own resources. To minimize the potential for conflicts of interest, the trading desks through which FMRC or its affiliates may execute trades
are instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage
and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is
managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the brokerage and research products and services that FMRC or its affiliates receive are furnished by brokers on their own
initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or
services may be provided at no additional cost to FMRC or its affiliates or have no explicit cost associated with them. In addition, FMRC or its
affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or
services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall
services.

FMRC's Decision-Making Process. In connection with the allocation of fund brokerage, FMRC or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMRC or its affiliates, viewed in terms of the particular transaction for the fund or FMRC's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMRC or its affiliates have investment discretion;
however, each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While
FMRC or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining
whether compensation paid is reasonable, neither FMRC, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to
pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise.
Typically, these brokerage and research products and services assist FMRC or its affiliates in terms of their overall investment responsibilities
to the fund or any other investment companies and investment accounts for which FMRC or its affiliates have investment discretion. Certain
funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit
other funds or accounts managed by FMRC or its affiliates.

Research Contracts. FMRC or its affiliates have arrangements with certain third-party research providers and brokers through whom
FMRC or its affiliates effect fund trades, whereby FMRC or its affiliates may pay with fund commissions or hard dollars for all or a portion of
the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMRC or its
affiliates may still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research
products and services to FMRC or its affiliates, or that may be available from another broker. FMRC or its affiliates view hard dollar payments
for research products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar
arrangements the commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMRC's or its affiliates' determination to pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on
FMRC's or its affiliates' part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMRC or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMRC) who have entered into arrangements
with FMRC or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund
to offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMRC or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided FMRC
or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of non-affiliated, qualified brokerage
firms. In addition, FMRC or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMRC to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

Commissions Paid

A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The
amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.

<R>For the fiscal periods ended January 31, 2014 and 2013, the fund's portfolio turnover rates were [__]% and [__]% (annualized), respectively. Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or
changes in FMR's investment outlook.</R>

<R>[During the fiscal year ended  January 31, 2014, the fund held securities issued by one or more of its regular brokers or dealers or a
parent company of its regular brokers or dealers. The following table shows the aggregate value of the securities of the regular broker or dealer
or parent company held by the fund as of the fiscal year ended January 31, 2014.]</R>

|Fund                                          | Regular Broker or Dealer           | Aggregate Value ofSecurities Held
|--------------------------------------------- | ---------------------------------- | ---------------------------------
|<R>Fidelity Advisor Series Equity-Income Fund | [Name of Regular Broker or Dealer] | $	</R>                           
|<R>                                           | [Name of Regular Broker or Dealer] | $	</R>                           

<R>[For the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid no brokerage
commissions.]</R>

<R>The following table shows the total amount of brokerage commissions paid by the fund, comprising commissions paid on securities
and/or futures transactions, as applicable, for the fiscal yearended January 31, 2014 and the fiscal period December 6, 2012 to January 31,
2013. The total amount of brokerage commissions paid is stated as a dollar amount and a percentage of the fund's average net assets.</R>

|<R>Fiscal Year
EndedJanuary 31 |  | DollarAmount | Percentage of
AverageNet Assets</R>
|------------------------------ |  | ------------ | -----------------------------------
|<R>2014                        |  | $            | %</R>                              
|<R>2013A                       |  | $            | %</R>                              

A	Fund commenced operations on December 6, 2012.

<R>[During the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid brokerage
commissions of $____ and $____ , respectively, to NFS. NFS is paid on a commission basis. During the fiscal year ended January 31, 2014, this
amounted to approximately __% of the aggregate brokerage commissions paid by the fund for transactions involving approximately ___% of
the aggregate dollar amount of transactions for which the fund paid brokerage commissions. The difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS is a result of the
low commission rates charged by NFS.]</R>

<R>[During the fiscal year ended January 31, 2014, the fund paid $____ in brokerage commissions to firms that may have provided research or brokerage services involving approximately $_____ of transactions. [During the fiscal year ended January 31, 2014, the fund paid no
brokerage commissions to firms for providing research or brokerage services.] [For the twelve-month period ended December 31, 2013,
$_____ of the fund's brokerage commissions were allocated for research or brokerage services.] [During the twelve-month period ended December 31, 2013, the fund did not allocate brokerage commissions to firms for providing research or brokerage services.</R>

VALUATION

<R> NAV is the value of a single share. NAV  is computed by adding the value of a fund's investments, cash, and other assets, subtracting its
liabilities, and dividing the result by the number of shares outstanding.</R>

The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation oversight responsibilities to FMR.
FMR has established the FMR Fair Value Committee (FMR Committee) to fulfill these oversight responsibilities.

<R>Shares of open-end investment companies (including any underlying central funds) held by a fund are valued at their respective NAVs.
If an underlying fund's NAV is unavailable shares of that underlying fund will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies.</R>

<R>Portfolio securities and assets held by an underlying money market central fund are valued on the basis of amortized cost. Generally,
other portfolio securities and assets held by a fund, as well as portfolio securities and assets held by an underlying non-money market central
fund, are valued as follows:</R>

Most equity securities are valued at the official closing price or the last reported sale price or, if no sale has occurred, at the last quoted bid
price on the primary market or exchange on which they are traded.

Debt securities and other assets for which market quotations are readily available may be valued at market values in the principal market in
which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities
may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques.

Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing
service are not readily available are valued at amortized cost, which approximates current value.

Futures contracts are valued at the settlement or closing price. Options are valued at their market quotations, if available. Swaps are valued
daily using quotations received from independent pricing services or recognized dealers.

Prices described above are obtained from pricing services that have been approved by the Board of Trustees. A number of pricing services
are available and the funds may use more than one of these services. The funds may also discontinue the use of any pricing service at any time.
FMR engages in oversight activities with respect to the fund's pricing services, which includes, among other things, testing the prices provided
by pricing services prior to calculation of a fund's NAV, conducting periodic due diligence meetings, and periodically reviewing the methodologies and inputs used by these services.

Foreign securities and instruments are valued in their local currency following the methodologies described above. Foreign securities,
instruments and currencies are translated to U.S. dollars, based on foreign currency exchange rate quotations supplied by a pricing service as of
the close of the New York Stock Exchange (NYSE), which uses a proprietary model to determine the exchange rate. Forward foreign currency
exchange contracts are valued at an interpolated rate based on days to maturity between the closest preceding and subsequent settlement period
reported by the third party pricing service.

Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service are
not readily available or, in the opinion of the FMR Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee
in accordance with applicable fair value pricing policies. For example, if, in the opinion of the FMR Committee, a security's value has been
materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is
principally traded, that security will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee may consider factors including price movements in futures contracts and ADRs, market
and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading.

BUYING AND SELLING INFORMATION

The fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures
approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this
purpose as they are valued in computing the fund's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain
or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other
property.

The fund, in its discretion, may determine to issue its shares in kind in exchange for securities held by the purchaser having a value, determined in accordance with the fund's policies for valuation of portfolio securities, equal to the purchase price of the fund shares issued. The fund
will accept for in-kind purchases only securities or other instruments that are appropriate under its investment objective and policies. In addition, the fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not
subject to restrictions on resale. All dividends, distributions, and subscription or other rights associated with the securities become the property
of the fund, along with the securities. Shares purchased in exchange for securities in kind generally cannot be redeemed for fifteen days following the exchange to allow time for the transfer to settle.

DISTRIBUTIONS AND TAXES

Dividends. A portion of the fund's income may qualify for the dividends-received deduction available to corporate shareholders, but it is
unlikely that all of the fund's income will qualify for the deduction. A portion of the fund's dividends, when distributed to individual shareholders,
may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

Capital Gain Distributions. The fund's long-term capital gain distributions are federally taxable to shareholders generally as capital
gains.

<R>[As of January 31, 2014, the fund had an aggregate capital loss carryforward of approximately $____. This loss carryforward, [none of
which will expire/all of which will expire on January 31, [year] of which $___, $___, and $___will expire on January 31, [year], [year], and
[year] , respectively[, and $___ of which will not expire]], is available to offset future capital gains]. Under provisions of the Internal Revenue
Code and related regulations, [a fund must use losses that do not expire before it uses losses that do expire, and]] a fund's ability to utilize its
capital loss carryforwards in a given year or in total may be limited.]</R>

Returns of Capital. If the fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of
the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will
generally not be taxable, but will reduce each shareholder's cost basis in the fund and result in a higher reported capital gain or lower reported
capital loss when those shares on which the distribution was received are sold.

Foreign Tax Credit or Deduction. Foreign governments may impose withholding taxes on dividends and interest earned by the fund with
respect to foreign securities held directly by the fund. Foreign governments may also impose taxes on other payments or gains with respect to
foreign securities held directly by the fund. Because the fund does not currently anticipate that securities of foreign issuers or underlying regulated investment companies will constitute more than 50% of its total assets at the end of its fiscal year, or fiscal quarter, respectively, shareholders should not expect to be eligible to claim a foreign tax credit or deduction on their federal income tax returns with respect to foreign taxes
withheld.

Tax Status of the Fund. The fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, the fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis (if the fiscal year is
other than the calendar year), and intends to comply with other tax rules applicable to regulated investment companies.

Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the
sale of shares of the fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may be
subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should consult
their tax advisers to determine whether the fund is suitable to their particular tax situation.

TRUSTEES AND OFFICERS

<R>The Trustees, Member of the Advisory Board, and  officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees [__] funds. Mr. Curvey oversees
[__] funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees [__] funds.</R>

<R>The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who
is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of
the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with
respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory
Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the
Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.</R>

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a
statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent
Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a
Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also
engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes,
and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating
Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders.
Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion
that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as
Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman
has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be
independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without
having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the
Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned
C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another
Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity
funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of
Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On
occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each
Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the
Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes
and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do
occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the
identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are
carried out by or through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the
processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's
activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees
have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and
operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent
Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management.
Appropriate personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including
their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston,
Massachusetts 02210.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>      
|--------------------------------------------------------------------------------------
|<R>James C. Curvey (1935)</R>                                                         
|<R>                                                                                   
|                                                                                      
|<R>                                                                                   
|<R>Year of Election or Appointment: 2007</R>
Trustee
Chairman of the Board of Trustees
|<R>                                                                                   
|<R>Ronald P. O'Hanley (1957)</R>                                                      
|<R>Year of Election or Appointment: 2011</R>
Trustee                                  
|<R>                                                                                   

*	Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities
under common control with FMR.

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>              
|----------------------------------------------------------------------------------------------
|<R>Dennis J. Dirks (1948)</R>                                                                 
|<R>                                                                                           
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>Alan J. Lacy (1953)</R>                                                                    
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Ned C. Lautenbach (1944)</R>                                                               
|<R>Year of Election or Appointment: 2000</R>
Trustee
Chairman of the Independent Trustees     
|<R>                                                                                           
|<R>Joseph Mauriello (1944)</R>                                                                
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Robert W. Selander (1950)</R>                                                              
|<R>Year of Election or Appointment: 2011</R>
Trustee                                          
|<R>                                                                                           
|<R>Cornelia M. Small (1944)</R>                                                               
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>William S. Stavropoulos (1939)</R>                                                         
|<R>Year of Election or Appointment: 2002</R>
Trustee
Vice Chairman of the Independent Trustees
|<R>                                                                                           
|<R>David M. Thomas (1949)</R>                                                                 
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

<R>Advisory Board Member and Officers:</R>

<R>Correspondence intended for  each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.</R>

|<R>Name, Year of Birth; Principal Occupation</R>                                    
|------------------------------------------------------------------------------------
|<R>Peter S. Lynch (1944)</R>                                                        
|<R>                                                                                 
|<R>Year of Election or Appointment: 2003</R>
Member of the Advisory Board           
|<R>                                                                                 
|<R>Elizabeth Paige Baumann (1968)</R>                                               
|<R>Year of Election or Appointment: 2012</R>
Anti-Money Laundering (AML) Officer    
|<R>                                                                                 
|<R>William C. Coffey (1969)</R>                                                     
|<R>Year of Election or Appointment: 2009</R>
Assistant Secretary                    
|<R>                                                                                 
|<R>Jonathan Davis (1968)</R>                                                        
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Adrien E. Deberghes (1967)</R>                                                   
|<R>Year of Election or Appointment: 2008</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stephanie J. Dorsey (1969)</R>                                                   
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Scott C. Goebel (1968)</R>                                                       
|<R>Year of Election or Appointment: 2008</R>
Secretary and Chief Legal Officer (CLO)
|<R>                                                                                 
|<R>Joseph A. Hanlon (1968)</R>                                                      
|<R>Year of Election or Appointment: 2012</R>
Chief Compliance Officer               
|<R>                                                                                 
|<R>Bruce T. Herring (1965)</R>                                                      
|<R>Year of Election or Appointment: 2006</R>
Vice President of certain Equity Funds 
|<R>                                                                                 
|<R>Brian B. Hogan (1964)</R>                                                        
|<R>Year of Election or Appointment: 2009</R>
Vice President                         
|<R>                                                                                 
|<R>Chris Maher (1972)</R>                                                           
|<R>Year of Election or Appointment: 2013</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Christine Reynolds (1958)</R>                                                    
|<R>Year of Election or Appointment: 2008</R>
Chief Financial Officer                
|<R>                                                                                 
|<R>Kenneth B. Robins (1969)</R>                                                     
|<R>Year of Election or Appointment: 2008</R>
President and Treasurer                
|<R>                                                                                 
|<R>Gary W. Ryan (1958)</R>                                                          
|<R>Year of Election or Appointment: 2005</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Stephen Sadoski (1971)</R>                                                       
|<R>Year of Election or Appointment: 2012</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stacie M. Smith (1974)</R>                                                       
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Renee Stagnone (1975)</R>                                                        
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Joseph F. Zambello (1957)</R>                                                    
|<R>Year of Election or Appointment: 2011</R>
Deputy Treasurer                       
|<R>                                                                                 

Standing Committees of the Fund's Trustees. The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has 10
standing committees. The members of each committee are Independent Trustees.

<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair and
Mr. Stavropoulos serving as Vice Chair. The committee normally meets eight times a year, or more frequently as called by the Chair, and serves
as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee
also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and
the proposed continuation of contracts between the funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders and significant litigation. The committee also
has oversight of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive
action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended January 31, 2014,
the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair.
The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and monitors matters of disclosure to the extent
required to fulfill its statutory responsibilities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal
year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Board of Trustees has established two Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair), and
Messrs. Dirks, Lacy,  and Selander) and the Equity II Committee (composed of Messrs. Stavropoulos (Chair), Lautenbach, Mauriello, and
Thomas). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the
Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the
personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. Each
committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes,
and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related
to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or
both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's
deliberations. During the fiscal year ended January 31, 2014, [each Fund Oversight Committee held [[Number of Meetings]/no] meeting[s]/the Equity I Committee held [[Number of Meetings]/no] meetings and the Equity II Committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Stavropoulos, and Thomas, and Ms.
Small. Mr. Lautenbach alternates his attendance of committee meetings with his attendance of Audit Committee meetings. The committee
normally meets eight times a year, or more frequently as called by the Chair. Regarding shareholder services, the committee considers the
structure and amount of the funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping
and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration
of these fees. The committee also considers other non-investment management services rendered to the funds by FMR and its affiliates, including pricing and bookkeeping services. The committee monitors and recommends policies concerning the securities transactions of the funds,
including brokerage. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any
allocation of portfolio transactions is not influenced by the sale of fund shares. The committee also monitors brokerage and other similar relationships between the funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution
of fund shares, the committee considers issues bearing on the various distribution channels employed by the funds, including issues regarding
Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions
and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finder's fees, and other means by which
intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also
considers issues bearing on the preparation and use of advertisements and sales literature for the funds, policies and procedures regarding
frequent purchase of fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Audit Committee is composed of Messrs. Mauriello (Chair), Lacy,  and Selander. Mr. Lautenbach alternates his attendance of
committee meetings with his attendance of Shareholder, Distribution, and Brokerage Committee meetings. All committee members must be
able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the SEC. The committee will have at least
one committee member in common with the Compliance Committee. The committee normally meets four times a year, or more frequently as
called by the Chair. The committee meets separately at least annuallywith the funds' Treasurer, with the funds' Chief Financial Officer, with
personnel responsible for the internal audit function of FMR LLC, and with the funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the funds. The committee assists the
Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the funds and the funds' service providers, (to the extent such controls impact the funds' financial statements); (ii) the funds' auditors and the annual audits of the funds' financial
statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the
funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the
provision by any outside auditor of certain non-audit services to fund service providers and their affiliates to the extent that such approval (in
the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and
may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors
of the funds. It is responsible for approving all audit engagement fees and terms for the funds and for resolving disagreements between a fund
and any outside auditor regarding any fund's financial reporting. Auditors of the funds report directly to the committee. The committee will
obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships
between the auditor and the funds and any service providers consistent with the rules of the Public Company Accounting Oversight Board. The
committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or
former employees of the outside auditors. It oversees and receives reports on the funds' service providers' internal controls and reviews the
adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material
weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the funds'
ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether
material or not, that involves management or other employees who have a significant role in the funds' or service providers internal controls
over financial reporting. The committee will also review any correspondence with regulators or governmental agencies or published reports
that raise material issues regarding the funds' financial statements or accounting policies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the
most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any
material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps
taken to deal with such issues. The committee will oversee and receive reports on the funds' financial reporting process, will discuss with FMR,
the funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC, their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the funds. The committee
will review with FMR, the funds' Treasurer, outside auditor, and internal audit personnel of FMR LLC and, as appropriate, legal counsel the
results of audits of the funds' financial statements. The committee will review periodically the funds' major internal controls exposures and the
steps that have been taken to monitor and control such exposures. During the fiscal year ended January 31, 2014, the committee held [[Number
of Meetings]/no] meeting[s].</R>

<R>The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair) and Stavropoulos. The committee meets as
called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the
Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The
committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the
Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for
Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make
such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under
applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees,
such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors
compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental
policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each
Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees.
The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other
developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to
fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation
of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee
shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the
Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the funds' or
the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge,
experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees
required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members
of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee
candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the
committee's scope of responsibilities, and may retain, at the funds' expense, such independent counsel or other advisers as it deems necessary.
The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates
presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the
candidate that demonstrates his or her ability to serve as an Independent Trustee of the funds, should be submitted to the Chair of the committee
at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all
candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds
within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting)
with the adviser, and sub-adviser, or their affiliates that could create an appearance of lack of independence in respect of the funds; (iv) has the
disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders;
(v) ability to attend regularly scheduled meetings during the year; (vi) demonstrates sound business judgment gained through broad experience
in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or
accounting knowledge to add value in the complex financial environment of the funds; (viii) experience on corporate or other institutional
oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory
conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light
of the funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the
Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a
whole, demonstrate the same level of fitness to serve as an Independent Trustee. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Compliance Committee is composed of Messrs. Selander (Chair), Lautenbach,  and Mauriello. The committee normally meets
quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and
procedures of the funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and
approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance
with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not
otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a CCO of the
funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and
compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The
committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports
which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters
that would otherwise be subject to periodic reporting or that may have a significant impact on the funds. The committee will recommend to the
Board, what actions, if any, should be taken with respect to such reports. During the fiscal year ended January 31, 2014, the committee held
[[Number of Meetings]/no] meeting[s].</R>

<R>The Proxy Voting Committee is composed of Messrs. Thomas (Chair), Dirks, and Selander. The committee will meet as needed to
review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The
committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations
between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee
will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The
committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The
committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR
relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the
casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be
reviewed by the Board. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Research Committee is composed of Messrs. Lacy (Chair) and Thomas, and Ms. Small. The Committee will meet as needed. The
Committee's purpose is to assess the quality of the investment research available to FMR's investment professionals. As such, the Committee
reviews information pertaining to the sources of such research, the categories of research, the manner in which the funds bear the cost of research, and FMR's internal research capabilities, including performance metrics, interactions between FMR portfolio managers and research
analysts, and the professional quality of analysts in research careers. Where necessary, the Committee recommends actions with respect to
various reports providing information on FMR's research function. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in the fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2013.</R>

|Interested Trustees                                                              
|---------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                       
|<R>Fidelity Advisor Series Equity-Income
Fund                                    
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

|Independent Trustees                                                             
|---------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                       
|<R>Fidelity Advisor Series Equity-Income
Fund                                    
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

<R></R>

|<R>DOLLAR RANGE OFFUND SHARES                                                     | Cornelia M. Small                                                      | William S. Stavropoulos                                                | David M. Thomas</R>                                                       
|--------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- | --------------------------------------------------------------------------
|<R>Fidelity Advisor Series Equity-Income
Fund                                     | [none/$1 - $10,000/$10,001 -
$50,000/$50,001 - $100,000/over
$100,000] | [none/$1 - $10,000/$10,001 -
$50,000/$50,001 - $100,000/over
$100,000] | [none/$1 - $10,000/$10,001 -
$50,000/$50,001 - $100,000/over
$100,000]</R>
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY | [over $100,000]                                                        | [over $100,000]                                                        | [over $100,000]</R>                                                       

<R>The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or
her services for the fiscal year ended January 31, 2014, or calendar year ended December 31, 2013, as applicable.</R>

<R></R>

|<R>Compensation Table1</R>                   
|---------------------------------------------
|<R>AGGREGATE
COMPENSATIONFROM A FUND         
|<R>Fidelity Advisor Series Equity-Income
Fund
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA 

<R></R>

|<R>AGGREGATE
COMPENSATIONFROM A FUND          | Cornelia M.Small | William S.Stavropoulos | David M.Thomas | </R>
|--------------------------------------------- | ---------------- | ---------------------- | -------------- | ----
|<R>Fidelity Advisor Series Equity-Income
Fund | $                | $                      | $              | </R>
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA  | $                | $                      | $              | </R>

<R>1	James C. Curvey, Ronald P. O'Hanley, and Peter S. Lynch are interested persons and are compensated by Fidelity.</R>

<R></R>

<R>A	Reflects compensation received for the calendar year ended December 31, 2013 for [ ] funds of [ ] trusts (including Fidelity Central
Investment Portfolios LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees and Member
of the Advisory Board. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Dennis
J. Dirks, $ ; Ned C. Lautenbach, $ ; Cornelia M. Small, $   ; and William S. Stavropoulos, $ .</R>

<R>[B	Compensation figures include cash and may include amounts deferred at the election of Trustees and Member of the Advisory
Board. Certain of the Independent Trustees' and Advisory Board Member's/ aggregate compensation from the fund includes accrued
voluntary deferred compensation as follows: [Name of Trustee or ABM], [$___]].]</R>

<R>[As of [______], 100% of the fund's total outstanding shares was held by [FMR and/or another entity or entities of which FMR LLC is
the ultimate parent and/or] Fidelity funds.] As of [_____], the Trustees, Member of the Advisory Board, and officers of the fund owned, in the
aggregate, less than [__]% of the fund's total outstanding shares.</R>

CONTROL OF INVESTMENT ADVISERS

FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), Fidelity Management & Research (Japan) Inc. (FMR
Japan), and FMRC. The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the
Abigail P. Johnson family, directly or through trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common shares.
Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on
any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which
all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed
where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership
of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the
1940 Act, to form a controlling group with respect to FMR LLC.

At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management,
shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of
securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of
emerging businesses.

<R>FMR, FMRC, FMR U.K., FMR H.K., FMR Japan,  FDC, and the fund have adopted a code of ethics under Rule 17j-1 of the 1940 Act
that sets forth employees' fiduciary responsibilities regarding the fund, establishes procedures for personal investing, and restricts certain
transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own investment
accounts, including securities that may be purchased or held by the fund.</R>

MANAGEMENT CONTRACT

The fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

Management Services.Under the terms of its management contract with the fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment
objective, policies and limitations. FMR also provides the fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of the fund and all Trustees who are interested persons of the trust or of FMR, and all personnel of the fund or
FMR performing services relating to research, statistical and investment activities.

In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing facilities for maintaining the fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the fund; preparing all general
shareholder communications and conducting shareholder relations; maintaining the fund's records and the registration of the fund's shares
under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the
fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.

Management-Related Expenses.In addition to the management fee payable to FMR and the fees payable to the transfer agent and pricing
and bookkeeping agent, and the costs associated with securities lending, the fund pays all of its expenses that are not assumed by those parties.
The fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal expenses, and the fees of the custodian,
auditor, and Independent Trustees. The fund's management contract further provides that the fund will pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however, under the terms of the fund's transfer
agent agreement, the transfer agent bears these costs. Other expenses paid by the fund include interest, taxes, brokerage commissions, the
fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal
securities laws and making necessary filings under state securities laws. The fund is also liable for such non-recurring expenses as may arise,
including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with
respect to litigation.

Management Fee. For the services of FMR under the management contract, the fund pays FMR a monthly management fee which has two
components: a group fee rate and an individual fund fee rate.

<R>The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts. For this purpose, the monthly average net assets of any registered investment companies with which FMR previously had
management contracts but that currently have management contracts with Fidelity SelectCo, LLC are included.</R>

|GROUP FEE RATE SCHEDULE | EFFECTIVE ANNUAL FEE RATES
|----------------------- | --------------------------
|Average GroupAssets     | AnnualizedRate            
|0                       | -                         
|3                       | -                         
|6                       | -                         
|9                       | -                         
|12                      | -                         
|15                      | -                         
|18                      | -                         
|21                      | -                         
|24                      | -                         
|30                      | -                         
|36                      | -                         
|42                      | -                         
|48                      | -                         
|66                      | -                         
|84                      | -                         
|102                     | -                         
|138                     | -                         
|174                     | -                         
|210                     | -                         
|246                     | -                         
|282                     | -                         
|318                     | -                         
|354                     | -                         
|390                     | -                         
|426                     | -                         
|462                     | -                         
|498                     | -                         
|534                     | -                         
|587                     | -                         
|646                     | -                         
|711                     | -                         
|782                     | -                         
|860                     | -                         
|946                     | -                         
|1,041                   | -                         
|1,145                   | -                         
|1,260                   | -                         
|1,386                   | -                         
|1,525                   | -                         
|1,677                   | -                         
|Over                    |                           

<R>The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized
rates on the left. For example, the effective annual fee rate at $[____] billion of group net assets - the approximate level for January 2014 - was
[____]%, which is the weighted average of the respective fee rates for each level of group net assets up to $[___] billion.</R>

<R>The fund's individual fund fee rate is 0.20%. Based on the average group net assets  for January 2014, the fund's annual management
fee rate would be calculated as follows:</R>

|Fund                                          | Group Fee Rate |   | Individual Fund Fee Rate |   | Management Fee Rate
|--------------------------------------------- | -------------- | - | ------------------------ | - | -------------------
|<R>Fidelity Advisor Series Equity-Income
Fund | 0.___%         | + | 0.2000%                  | = | 0.____%</R>        

One-twelfth of the management fee rate is applied to the fund's average net assets for the month, giving a dollar amount which is the fee for
that month.

<R>For the fiscal year ended January 31, 2014 and the fiscal period December 6, 2012 to January 31, 2013, the fund paid FMR management fees of $[___] and $[____], respectively.</R>

FMR may, from time to time, voluntarily reimburse all or a portion of the fund's operating expenses. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.

<R>Expense reimbursements  will increase returns and yield, and repayment of the reimbursement  will decrease returns and yield.</R>

Sub-Adviser - FMRC.On behalf of the fund, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has
day-to-day responsibility for choosing investments for the fund. Under the terms of the sub-advisory agreement for the fund, FMR, and not the
fund, pays FMRC's fees.

Sub-Advisers - FMR U.K., FMR H.K., and FMR Japan. On behalf of the fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR H.K., and FMR Japan. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the fund (discretionary services). FMR, and
not the fund, pays the sub-advisers.

<R></R>

<R>[Portfolio manager holdings and compensation information to be filed  by subsequent amendment.]</R>

<R></R>

PROXY VOTING GUIDELINES

The following Proxy Voting Guidelines were established by the Board of Trustees of the Fidelity funds, after consultation with Fidelity.
(The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly, are subject to
change.)

I.	General Principles

A.	Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows:
(i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will
be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.

B.	FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees have
a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders, and are
instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment Proxy Research
employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance
with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when there are factors that may prompt
one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees
are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests
of Fidelity and its customers.

C.	Except as set forth herein, FMR will generally vote in favor of routine management proposals.

D.	Non-routine proposals will generally be voted in accordance with the Guidelines.

E.	Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity
Fund Board Committee or its designee.

F.	FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's
likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.
Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.

G.	Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and are
not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure
practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into
consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.

H.	In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership
on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.

I.	Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment
to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on
this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for
the election of directors at the next election.

II.	Definitions (as used in this document)

A.	Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the right
of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.

B.	Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single
trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than
three times annual compensation (salary and bonus) in the event of a termination following a change in control.

C.	Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.

D.	Sunset Provision - a condition in a charter or plan that specifies an expiration date.

E.	Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a
potential acquirer announces a bona fide offer for all outstanding shares.

F.	Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.

G.	Large-Capitalization Company - a company included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap
Index.

H.	Small-Capitalization Company - a company not included in the Russell 1000® Index or the Russell Global ex-U.S. Large
Cap Index that is not a Micro-Capitalization Company.

I.	Micro-Capitalization Company - a company with a market capitalization under US $300 million.

J.	Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity
award plan on a regular basis.

III.	Directors

A.	Incumbent Directors

FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of all
directors or directors on responsible committees if:

1.	An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as
set forth below.

With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of
the following conditions are met when a Poison Pill is introduced, extended, or adopted:

a. The Poison Pill includes a Sunset Provision of less than five years;

b. The Poison Pill includes a Permitted Bid Feature;

c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and

d. Shareholder approval is required to reinstate the Poison Pill upon expiration.

FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are
not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a.
and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual
shareholder meeting, FMR will withhold authority on the election of directors.

2.	The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position
of up to 20% of a company's total voting securities and of any class of voting securities.

3.	Within the last year and without shareholder approval, a company's board of directors or compensation committee has
repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.

4.	Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account
such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the
company has adopted or extended a Golden Parachute without shareholder approval.

5.	To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform
to the Guidelines and the company has failed to act on that commitment.

6.	The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the
director served during the company's prior fiscal year, absent extenuating circumstances.

7.	The board is not composed of a majority of independent directors.

B.	Indemnification

FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or
limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the
proposal is accompanied by Anti-Takeover Provisions.

C.	Independent Chairperson

FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or
independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular
facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests
of shareholders and to promote effective oversight of management by the board of directors.

D.	Majority Director Elections

FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a
board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where
there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a
company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful
alternative to the majority voting standard and appropriately addresses situations where an incumbent director fails to
receive the support of a majority of the votes cast in an uncontested election.

IV.	Compensation

A.	Executive Compensation

1.	Advisory votes on executive compensation

a.	FMR will generally vote for proposals to ratify executive compensation unless such compensation appears
misaligned with shareholder interests or otherwise problematic, taking into account such factors as, among other
things, (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restriction; and (v) whether
the company has adopted or extended a Golden Parachute without shareholder approval.

b.	FMR will generally vote against proposals to ratify Golden Parachutes.

2.	Frequency of advisory vote on executive compensation

FMR will generally support annual advisory votes on executive compensation.

B.	Equity award plans (including stock options, restricted stock awards, and other stock awards).

FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:

1.	(a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a
Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.

2.	In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of
grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in
lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has
repriced options outstanding under the plan in the past two years without shareholder approval.

3.	The plan includes an Evergreen Provision.

4.	The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not
occur.

C.	Equity Exchanges and Repricing

FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if
the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such
factors as:

1.	Whether the proposal excludes senior management and directors;

2.	Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;

3.	The company's relative performance compared to other companies within the relevant industry or industries;

4.	Economic and other conditions affecting the relevant industry or industries in which the company competes; and

5.	Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with
the interests of shareholders.

D.	Employee Stock Purchase Plans

FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based
participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower
minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the
minimum stock purchase price must be at least 75% of the stock's fair market value.

E.	Employee Stock Ownership Plans (ESOPs)

FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state
of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and
number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of
the purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change
in control.

F.	Bonus Plans and Tax Deductibility Proposals

FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to
qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well
defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per
participant is clearly stated and is not unreasonable or excessive.

V.	Anti-Takeover Provisions

FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:

A.	The Poison Pill includes the following features:

1.	A Sunset Provision of no greater than five years;

2.	Linked to a business strategy that is expected to result in greater value for the shareholders;

3.	Requires shareholder approval to be reinstated upon expiration or if amended;

4.	Contains a Permitted Bid Feature; and

5.	Allows the Fidelity Funds to hold an aggregate position of up to 20% of a company's total voting securities and of any
class of voting securities.

B.	An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or

C.	It is a fair price amendment that considers a two-year price history or less.

FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:

D.	In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's
Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any
time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to
vote for the election of directors.

E.	In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.

F.	In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least 25% of
the outstanding stock request that the company establish a record date determining which shareholders are entitled to act
and that consents be solicited from all shareholders.

VI.	Capital Structure/Incorporation

A.	Increases in Common Stock

FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total
number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares,
including stock options, except in the case of real estate investment trusts, where an increase that will result in a total
number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is
generally acceptable.

<R>B.	Reverse Stock Splits</R>

<R>FMR will generally vote in favor of reverse stock splits as long as the post-split authorized shares is no greater than
three times the post-split number of outstanding and scheduled to be issued shares, including stock awards, or in the case of
real estate investment trusts the number of post-split authorized shares is not greater than five times the post-split number of
outstanding and scheduled to be issued shares.</R>

C.	New Classes of Shares

FMR will generally vote against the introduction of new classes of stock with differential voting rights.

D.	Cumulative Voting Rights

FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.

E.	Acquisition or Business Combination Statutes

FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that
enable the company to opt out of the control shares acquisition or business combination statutes.

F.	Incorporation or Reincorporation in Another State or Country

FMR will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in
another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear
reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and
proposed jurisdictions and any changes to the company's current and proposed governing documents. FMR will consider
supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining
incorporated in the current jurisdiction appears misaligned with shareholder interests.

VII.	Shares of Investment Companies

A.	When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or
non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund or class
("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.

B.	<R>Certain Fidelity Funds may invest in shares of underlying Fidelity Funds that do not have public shareholders. For Fidelity Funds without public shareholders that are managed by FMR or an affiliate, FMR will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.</R>

VIII.	Other

A.	Voting Process

FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.

B.	Regulated Industries

Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of such
organization.

<R>To view a fund's proxy voting record for the most recent 12-month period ended June 30,  visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.</R>

DISTRIBUTION SERVICES

<R>For purposes of the following "Distribution Services" discussion, the term "shares" (as it relates to the fund) means the one class of
shares of the fund offered through the prospectus to which this SAI relates.</R>

The fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 100 Salem
Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the
Financial Industry Regulatory Authority, Inc. The distribution agreement calls for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are continuously offered at NAV. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.

The Trustees have approved a Distribution and Service Plan with respect to shares of the fund (the Plan) pursuant to Rule 12b-1 under the
1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plan, as
approved by the Trustees, allows shares of the fund and FMR to incur certain expenses that might be considered to constitute indirect payment
by the fund of distribution expenses.

<R>Under the Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. The Plan specifically recognizes that FMR may use its management fee revenue, as
well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the
sale of shares of the fund and/or shareholder support services. In addition, the Plan provides that FMR, directly or through FDC, may pay
significant amounts to intermediaries  that provide those services. Currently, the Board of Trustees has authorized such payments for shares of
the fund.</R>

Prior to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the fund and its shareholders. In particular, the Trustees noted that the Plan
does not authorize payments by shares of the fund other than those made to FMR under its management contract with the fund. To the extent
that the Plan gives FMR and FDC greater flexibility in connection with the distribution of shares of the fund, additional sales of shares of the
fund or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the
Plan by local entities with whom shareholders have other relationships.

<R>FDC or an affiliate may compensate, or upon direction make payments for certain retirement plan expenses to intermediaries.  A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or
type of services provided by the intermediary, the level or expected level of assets or sales of shares, and other factors. In addition to such
payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and
issues, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in
order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at
seminars, including travel, lodging, entertainment, and meals. Certain of the payments described above may be significant to an intermediary.
As permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay
or allow other incentives or payments to intermediaries.</R>

The fund's transfer agent or an affiliate may also make payments and reimbursements from its own resources to certain intermediaries (who
may be affiliated with the transfer agent) for providing recordkeeping and administrative services to plan participants or for providing other
services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.

FDC or an affiliate may also make payments to banks, broker-dealers and other service-providers (who may be affiliated with FDC) for
distribution-related activities and/or shareholder services. If you have purchased shares of the fund through an investment professional, please
speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates,
as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

Any of the payments described in this section may represent a premium over payments made by other fund families. Investment professionals may have an added incentive to sell or recommend a fund over others offered by competing fund families, or retirement plan sponsors
may take these payments into account when deciding whether to include a fund as a plan investment option.

TRANSFER AND SERVICE AGENT AGREEMENTS

The fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate
of FMR, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of the agreement, FIIOC (or an agent, including an affiliate) performs transfer agency services.

For providing transfer agency services, FIIOC receives a position fee and an asset-based fee with respect to each position in the fund. For
retail accounts, these fees are based on fund type. For certain institutional accounts, these fees are based on size of position and fund type. For
institutional retirement accounts, these fees are based on account type and fund type. The position fee is billed monthly on a pro rata basis at
one-twelfth of the applicable annual rate as of the end of each calendar month. The asset-based fee is calculated and paid monthly on the basis
of average daily net assets. The position fees are subject to increase based on postage rate changes.

The asset-based fees are subject to adjustment in any month in which the total return of the S&P 500® Index exceeds a positive or negative
15% from a pre-established base value.

FIIOC also may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances,
maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research.

In addition, FIIOC receives the pro rata portion of the transfer agency fees applicable to shareholder accounts in a qualified tuition program
(QTP), as defined under the Small Business Job Protection Act of 1996, managed by FMR or an affiliate and in certain funds of funds managed
by an FMR affiliate, according to the percentage of the QTP's, or a fund of funds' assets that is invested in the fund.

FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports,
notices, and statements to existing shareholders, with the exception of proxy statements.

The fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR (or an agent, including
an affiliate). The fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC
calculates the NAV and dividends for the fund, maintains the fund's portfolio and general accounting records, and administers the fund's securities lending program.

For providing pricing and bookkeeping services, FSC receives a monthly fee based on the fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for the fund are 0.0389% of the first $500 million of average net assets, 0.0275% of
average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between $3.5 billion and $25 billion, and 0.0019% of
average net assets in excess of $25 billion.

For administering the fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.

<R>Pricing and bookkeeping fees paid by the fund to FSC for the past fiscal year ended January 31, 2014 and fiscal period December 6,
2012 to January 31, 2013 are shown in the following table.</R>

<R></R>

|<R>Fund                                       | 2014 | 2013*</R>
|--------------------------------------------- | ---- | ---------
|<R>Fidelity Advisor Series Equity-Income Fund | $    | $	</R>   

*	From December 6, 2012.

<R>[For the fiscal year ended January 31, 2014 and fiscal period December 6, 2012 to January 31, 2013, the fund did not pay FSC for
securities lending.]</R>

<R>[Payments made by the fund to FSC for securities lending for the fiscal year ended January 31, 2014 and fiscal period December 6,
2012 to January 31, 2013 are shown in the following table.]</R>

|<R>Fund                                       | 2014 | 2013</R>
|--------------------------------------------- | ---- | --------
|<R>Fidelity Advisor Series Equity-Income Fund | $    | $	*</R> 

<R>*	From December 6, 2012.</R>

DESCRIPTION OF THE TRUST

<R>Trust Organization. Fidelity Advisor Series Equity-Income Fund is a fund of Fidelity Devonshire Trust, an open-end management
investment company created under an initial declaration of trust dated March 4, 1985. Currently, there are eight funds offered in the trust:
Fidelity Advisor Series Equity-Income Fund, Fidelity Advisor Series Stock Selector Large Cap Value Fund, Fidelity Equity-Income Fund,
Fidelity  Mid Cap Value Fund, Fidelity Series All-Sector Equity Fund, Fidelity Series Equity-Income Fund, Fidelity Series Stock Selector
Large Cap Value Fund, and Fidelity Stock Selector Large Cap Value Fund. The Trustees are permitted to create additional funds in the trust and
to create additional classes of the fund.</R>

The assets of the trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each
fund in the trust shall be charged with the liabilities and expenses attributable to such fund. Any general expenses of the trust shall be allocated
between or among any one or more of the funds.

Shareholder Liability. The trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.

The Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the
trust or fund. The Declaration of Trust provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating to
the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets.
The Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.

The Declaration of Trust provides for indemnification out of each fund's property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. The Declaration of Trust also provides that each fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances in which a fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to shareholders is remote.

<R>Voting Rights. Each fund's capital consists of shares of beneficial interest. Shareholders  are entitled to one vote for each dollar of net
asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by
fund, and by class.</R>

The shares have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.

The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or
a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class
available for distribution.

Custodians. The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of the fund's assets and the appointment of any subcustodian banks and clearing agencies. The Bank of New
York Mellon and JPMorgan Chase Bank, each headquartered in New York, also may serve as special purpose custodians of certain assets in
connection with repurchase agreement transactions. From time to time, subject to approval by a fund's Treasurer, the fund may enter into
escrow arrangements with other banks if necessary to participate in certain investment offerings.

<R>FMR, its officers and directors, its affiliated companies, Member of the Advisory Board, and Members of the Board of Trustees may,
from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of the fund's adviser, the terms and
conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.</R>

<R>Independent Registered Public Accounting Firm. [_______],  independent registered public accounting firm, audits financial statements for the fund and provides other audit related services.</R>

FUND HOLDINGS INFORMATION

The fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer
guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving the fund's best interests by
striking an appropriate balance between providing information about the fund's portfolio and protecting the fund from potentially harmful
disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the fund's chief compliance
officer periodically.

The fund will provide a full list of holdings, including its top ten holdings, monthly on www.advisor.fidelity.com 30 days after the month-end (excluding high income security holdings, which generally will be presented collectively monthly and included in a list of full holdings 60
days after its fiscal quarter-end).

The fund will provide its top ten holdings (excluding cash and futures) as of the end of the calendar quarter on Fidelity's web site 15 or more
days after the calendar quarter-end.

Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.

The fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance
attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of the press,
consultants, and ratings and ranking organizations.

The Use of Holdings In Connection With Fund Operations. Material non-public holdings information may be provided as part of the
activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund, are
required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not misuse
the disclosed information. These entities, parties, and persons include, but are not limited to: the fund's trustees; the fund's manager, its sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of funds);
contractors who are subject to a confidentiality agreement; the fund's auditors; the fund's custodians; proxy voting service providers; financial
printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on
one or more securities; securities lending agents; counsel to the fund or its Independent Trustees; regulatory authorities; stock exchanges and
other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third
parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may
also be provided to an issuer regarding the number or percentage of its shares that are owned by the fund and in connection with redemptions in
kind.

Other Uses Of Holdings Information. In addition, the fund may provide material non-public holdings information to (i) third parties that
calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment
adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving the fund.
Each individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts
and circumstances, the disclosure appears unlikely to be harmful to the fund. Entities receiving this information must have in place control
mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the
information to effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third
parties is limited. FMR relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be harmful to the fund.

<R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous Friday),
generally 5 business days thereafter);  DocuLynx Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and certain affiliates
(full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next business day).</R>

<R>FMR, its affiliates, or the fund will not enter into any arrangements with third parties from which they derive consideration for the
disclosure of material non-public holdings information. If, in the future,  such an arrangement is desired, prior Board approval would be sought
and any such arrangements would be disclosed in the fund's SAI.</R>

There can be no assurance that the fund's policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.

FINANCIAL STATEMENTS

<R>The fund's financial statements and financial highlights for the fiscal year ended January 31, 2014, and report of the independent registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating expenses
as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because total annual
operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the
financial highlights do not, except to the extent any acquired fund fees and expenses relate to an entity, such as a wholly-owned subsidiary, with
which a fund's financial statements are consolidated. Acquired funds include other investment companies (such as central funds or other underlying funds) in which the fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in the prospectus fee
table and the financial highlights do not include any expenses associated with investments in certain structured or synthetic products that may
rely on the exception from the definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the 1940 Act.</R>

APPENDIX

<R>Fidelity Advisor, Fidelity Investments & Pyramid Design, and Fidelity are registered service marks of FMR LLC. © 2014 FMR
LLC. All rights reserved.</R>

The third-party marks appearing above are the marks of their respective owners.

Fidelity®Equity-Income Fund

Class/Ticker

Fidelity Equity-Income Fund/FEQIX

In this prospectus, the term "shares" (as it relates to the fund) means the class of shares offered through this prospectus.

Prospectus

<R>April 1, 2014</R>

bmh581477

---

# Contents

|Fund Summary               | (Click
Here) | Fidelity®Equity-Income Fund                                     
|-------------------------- | ------------ | ----------------------------------------------------------------
|Fund Basics                | (Click
Here) | Investment Details                                              
|<R>                        | (Click
Here) | Valuing Shares</R>                                              
|<R>Shareholder Information | (Click
Here) | Additional Information about the Purchase and Sale of
Shares</R>
|<R>                        | (Click
Here) | Exchanging Shares</R>                                           
|<R>                        | (Click
Here) | Features and Policies</R>                                       
|<R>                        | (Click
Here) | Dividends and Capital Gain Distributions</R>                    
|<R>                        | (Click
Here) | Tax Consequences</R>                                            
|<R>Fund Services           | (Click
Here) | Fund Management</R>                                             
|<R>                        | 25           | Fund Distribution</R>                                           
|<R>Appendix                | 26           | Financial Highlights</R>                                        
|<R>                        | 27           | Additional Index Information</R>                                

Prospectus

---

# Fund Summary

<R>Fund/Class:Fidelity®Equity-Income Fund/Fidelity Equity-Income Fund</R>

## Investment Objective

The fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation. The fund seeks a
yield for its shareholders that exceeds the yield on the securities comprising the S&P 500® Index.

## Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

|Shareholder fees(fees paid directly from your investment) | None
|--------------------------------------------------------- | ----

<R>Annual  operating expenses(expenses that you pay each year as a % of the value of your investment)</R>

|<R>Management fee                        | __%</R>
|---------------------------------------- | -------
|Distribution and/or Service (12b-1) fees | None   
|<R>Other expenses                        | %</R>  
|<R>[Acquired fund fees and expenses      | %]</R> 
|<R>Total annual operating expenses       | %</R>  

<R>[[X]Based on historical expenses, adjusted to reflect current fees.]</R>

<R>[[X]Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees andexpenses.]</R>

<R>This example helps compare the cost of investing in the fund with the cost of investing in other  funds.</R>

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses for
shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest
actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

|<R>1 year   | $</R>
|----------- | -----
|<R>3 years  | $</R>
|<R>5 years  | $</R>
|<R>10 years | $</R>

Prospectus

Fund Summary - continued

### Portfolio Turnover

<R>The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which
are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was [__]% of the average value of its portfolio.</R>

## Principal Investment Strategies

- Normally investing at least 80% of assets in equity securities.
- Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks.
- Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities.
- Investing in domestic and foreign issuers.
- Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.
- <R>• Potentially using covered call options as tools in managing the fund's assets.</R>

## Principal Investment Risks

- <R>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market,
or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently
to these developments.</R>
- Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
- Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory,
market, or economic developments and can perform differently from the U.S. market.
- Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt
securities) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer.
The value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer,
political, regulatory, market, or economic developments.
- "Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

Prospectus

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. You could lose money by investing in the fund.

## Performance

<R>The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the
performance of the fund's shares from year to year and compares the performance of the fund's shares to the performance of a securities market
index over various periods of time. The index description appears in the Additional Index Information section of the prospectus. Past performance
(before and after taxes) is not an indication of future performance.</R>

Visit www.fidelity.com for updated return information.

Year-by-Year Returns

|<R>Calendar Years | 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013</R>
|----------------- | ---- | ---- | ---- | ---- | ---- | ---- | ---- | ---- | ---- | --------
|<R>               | %    | %    | %    | %    | %    | %    | %    | %    | %    | %</R>   

<R></R>

<R>bmh581580</R>

|During the periods shown in the chart: | Returns | Quarter ended          
|-------------------------------------- | ------- | -----------------------
|<R>Highest Quarter Return              | __%     | [Month][Day],[Year]</R>
|<R>Lowest Quarter Return               | __%     | [Month][Day],[Year]</R>

### Average Annual Returns

<R>After-tax returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state
or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you
hold your shares in a retirement account or in another tax-deferred arrangement. [Return After Taxes on Distributions and Sale of Fund Shares
may be higher than other returns for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.]</R>

Prospectus

Fund Summary - continued

|<R>For the periods ended
December 31, 2013                                       | Past 1
year | Past 5
years | Past 10
years</R>
|-------------------------------------------------------------------------------- | ----------- | ------------ | -----------------
|Fidelity Equity-Income Fund                                                      |             |              |                  
|<R>Return Before Taxes                                                           | %           | %            | %</R>            
|<R>Return After Taxes on Distributions                                           | %           | %            | %</R>            
|<R>Return After Taxes on Distributions and Sale of Fund Shares                   | %           | %            | %</R>            
|<R>Russell 3000® Value Index(reflects no deduction for fees, expenses, or taxes) | %           | %            | %</R>            

## <R>Investment Adviser</R>

<R>Fidelity Management & Research Company (FMR) (the Adviser) is the fund's manager. FMR Co., Inc. (FMRC) and other investment
advisers serve as sub-advisers for the fund.</R>

## Portfolio Manager(s)

<R></R>

<R>James Morrow (lead portfolio manager), Adam Kramer (co-manager), and Ramona Persaud (co-manager) have managed the fund since
October 2011.</R>

## Purchase and Sale of Shares

<R>You may buy or sell shares  through a Fidelity brokerage or mutual fund account, through a retirement account, or through an investment
professional. You may buy or sell shares in various ways:</R>

|Internet
www.fidelity.com                                                                                          
|-------------------------------------------------------------------------------------------------------------------
|Phone
Fidelity Automated Service Telephone (FAST®) 1-800-544-5555
To reach a Fidelity representative 1-800-544-6666
|Mail                                                                                                               
|Additional purchases:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003                               
|TDD - Service for the Deaf and Hearing Impaired
1-800-544-0118                                                     

<R>The price to buy one share  is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after your investment is
received in proper form.</R>

<R>The price to sell one share  is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.</R>

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

|Initial Purchase Minimum                                                                                                                                      | $2,500
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|For Fidelity Simplified Employee Pension-IRA and Keogh accounts, and Non-Fidelity Prototype Retirement accounts                                               | $500  
|Through regular investment plans in Fidelity Traditional IRAs, Roth IRAs, and Rollover IRAs (requires monthly purchases of $200 until fund balance is $2,500) | $200  

Prospectus

The fund may waive or lower purchase minimums in other circumstances.

## Tax Information

Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may
also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later,
upon withdrawal of your investment from such account).

## <R>Payments to Broker-Dealers and Other Financial Intermediaries</R>

<R>The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks,
broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of
fund shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.</R>

Prospectus

---

# Fund Basics

## Investment Details

Investment Objective

<R>Fidelity Equity-Income Fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation. The fund seeks a yield for its shareholders that exceeds the yield on the securities comprising the S&P 500® Index.</R>

Principal Investment Strategies

<R>The Adviser normally invests at least 80% of the fund's assets in equity securities. The Adviser normally invests the fund's assets primarily in
income-producing equity securities. The Adviser may also invest the fund's assets in other types of equity securities and debt securities, including lower-quality debt securities.</R>

<R>The Adviser may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.</R>

<R>The Adviser's emphasis on above-average income-producing equity securities tends to lead to investments in large cap "value" stocks. However,
the Adviser is not constrained by any particular investment style. In buying and selling securities for the fund, the Adviser relies on fundamental
analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial condition, earnings
outlook, strategy, management, industry position, and economic and market conditions.</R>

<R>The Adviser may also use covered call options as tools in managing the fund's assets. By writing covered call options, the Adviser sells the
option to buy a security held by the fund at a specified price in exchange for a premium.</R>

<R>In addition to the principal investment strategies discussed above, the Adviser may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.</R>

<R>The Adviser may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.</R>

<R>If the Adviser's strategies do not work as intended, the fund may not achieve its objective.</R>

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks,
preferred stocks, convertible securities, and warrants.

<R>Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the
amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold
at a discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, money market securities, mortgage and other asset-backed securities, loans and loan participations, and other securities believed to have debt-like characteristics,
including hybrids and synthetic securities.</R>

Prospectus

Fund Basics - continued

<R>Derivatives are investments whose values are tied to an underlying asset, instrument, currency, or index. Derivatives include options transactions such as call options (options to buy). Writing a call option involves writing (selling) an option on a security or other instrument, which
obligates the writer to sell the underlying security or instrument or to make a net cash settlement payment in return for a set price (the strike
price) upon the buyer's exercise of the option. The seller is paid a price (premium) for the option. A call option is "covered" if the underlying
security or instrument is held in a fund's portfolio at the time the option is written.</R>

Principal Investment Risks

<R>Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and
in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of
investment in the securities of that issuer. To the extent a fund writes covered call options on particular securities, it gives up some ability to
participate in price increases of the underlying securities. When you sell your shares they may be worth more or less than what you paid for them,
which means that you could lose money by investing in the fund.</R>

The following factors can significantly affect the fund's performance:

<R>Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments.
Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including
different market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies
in one sector can react differently from those in another, large cap stocks can react differently from small cap stocks, and "growth" stocks can
react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole.
Terrorism and related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse
long-term effects on world economies and markets generally.</R>

<R>Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates.
In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities
and certain types of securities, such as mortgage securities and the securities of issuers in the financial services sector, can be more sensitive to
interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security's price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend
to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with
floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest
rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities
may react differently from other types of debt securities.</R>

Prospectus

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve
additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange
rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country
or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions
that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's credit quality or value. The value of securities of smaller, less well-known issuers
can be more volatile than that of larger issuers. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high
yield debt securities) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company, political, or
economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic
difficulty.

"Value" Investing. "Value" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and
other types of stocks. "Value" stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, "value"
stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

Prospectus

Fund Basics - continued

<R>In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If the fund does so, different factors could affect its performance and the fund may not achieve its investment objective.</R>

### Fundamental Investment Policies

<R>The following is  fundamental, that is, subject to change only by shareholder approval:</R>

<R>Fidelity Equity-Income Fund seeks reasonable income by investing primarily in income-producing equity securities. In pursuing this objective, the fund will also consider the potential for capital appreciation. The fund seeks a yield for its shareholders that exceeds the yield on
the securities comprising the S&P 500 Index.</R>

### Shareholder Notice

<R>The following  is subject to change only upon 60 days' prior notice to shareholders:</R>

<R> Fidelity Equity-Income Fund normally invests at least 80% of its assets in equity securities.</R>

## Valuing Shares

The fund is open for business each day the NYSE is open.

<R> NAV is the value of a single share. Fidelity normally calculates NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time.
The fund's assets normally are valued as of this time for the purpose of computing  NAV. Fidelity calculates NAV separately for each class of shares
of a multiple class fund.</R>

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the
Securities and Exchange Commission (SEC).

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets
may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

<R>NAV is calculated using the values of other open-end funds, if any, in which the fund invests  (referred to as underlying funds). Shares of
underlying funds are valued at their respective NAVs.  Other assets (as well as assets held by an underlying Fidelity non-money market fund) are
valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not
readily available or, in the Adviser's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser
in accordance with applicable fair value pricing policies. For example, if, in the Adviser's opinion, a security's value has been materially affected by
events occurring before a fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that
security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. Fair value pricing will be used for
high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.</R>

Prospectus

<R>Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its
NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets
present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to
the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of  NAV by short-term traders.</R>

<R>Policies  regarding excessive trading may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus
accounts.</R>

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that
would be realized if the security were sold.

Prospectus

---

# Shareholder Information

## Additional Information about the Purchase and Sale of Shares

<R>As used in this prospectus, the term "shares" generally refers to the shares offered through this prospectus.</R>

### General Information

Fidelity Investments was established in 1946 to manage one of America's first mutual funds. Today, Fidelity is one of the world's largest providers
of financial services.

In addition to its mutual fund business, the company operates one of America's leading brokerage firms, Fidelity Brokerage Services LLC. Fidelity is also a leader in providing tax-advantaged retirement plans for individuals investing on their own or through their employer.

<R>Subject to the purchase and sale requirements stated in this prospectus, you may buy or sell shares through a Fidelity brokerage account
or a Fidelity mutual fund account. If you buy or sell shares (other than by exchange) through a Fidelity brokerage account, your transactions generally involve your Fidelity brokerage core (a settlement vehicle included as part of your Fidelity brokerage account).</R>

If you do not currently have a Fidelity brokerage account or a Fidelity mutual fund account and would like to invest in a fund, you may need to
complete an application. For more information about a Fidelity brokerage account or a Fidelity mutual fund account, please visit Fidelity's web site
at www.fidelity.com, call 1-800-FIDELITY, or visit a Fidelity Investor Center (call 1-800-544-9797 for the center nearest you).

<R>You may also buy or sell shares  through a retirement account (such as an IRA or an account funded through salary deduction) or an investment professional. Retirement specialists are available at 1-800-544-4774 to answer your questions about Fidelity retirement products. If you
buy or sell shares  through a retirement account or an investment professional, the procedures for buying, selling, and exchanging shares  and
the account features, policies, and fees may differ from those discussed in this prospectus. Fees in addition to those discussed in this prospectus
may apply. For example, you may be charged a transaction fee if you buy or sell shares through a non-Fidelity broker or other investment professional.</R>

<R>You should include the following information with any order:</R>

- <R>Your name</R>
- <R>Your account number</R>
- <R>Type of transaction requested</R>
- <R>• Name(s) of fund(s) and class(es)</R>
- <R>Dollar amount or number of shares</R>

<R>Certain methods of contacting Fidelity  may be unavailable or delayed (for example, during periods of unusual market activity). In addition, the level and type of service available may be restricted.</R>

### <R>Frequent Purchases and Redemptions</R>

<R>The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to
represent excessive trading, at any time.</R>

Prospectus

<R>Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio
management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's
NAV.</R>

<R>The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive trading than those stated in this prospectus.</R>

### Excessive Trading Policy

<R></R>

<R>The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in a fund is
measured by the number of roundtrip transactions in a shareholder's account and each class of a multiple class fund is treated separately. A
roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.</R>

<R>Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional
purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any
rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or
permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in the Adviser's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.</R>

### Exceptions

<R>The following transactions are exempt from the fund's excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund's excessive trading policy does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s), or other strategy funds. A qualified fund of fund(s)
is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the  fund's excessive trading
policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies
designed to control frequent trading that are reasonably likely to be effective as determined by the fund's Treasurer.</R>

Prospectus

Shareholder Information - continued

### Omnibus Accounts

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares
among retirement plans and financial intermediaries such as brokers, advisers, and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

<R>Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund's excessive trading policy (described
above), or their own excessive trading policy if approved by the Adviser. In these cases, the fund will typically not request or receive individual
account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund's policies. Reliance on
intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading
activity at the omnibus account level to attempt to identify disruptive trades. The fund may request transaction information, as frequently as
daily, from any intermediary at any time, and may apply the fund's policy to transactions that exceed thresholds established by the Board of
Trustees. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary's clients. There is no assurance that the Adviser will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.</R>

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

### Retirement Plans

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement
plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block,
employer and participant contributions and loan repayments by the participant may still be invested in the fund.

### Qualified Wrap Programs

<R>The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs,
as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Transactions of an
adviser will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund's excessive trading policy).</R>

Prospectus

<R> A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client
assets invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give the Adviser sufficient
information to permit the Adviser to identify the individual accounts in the wrap program.</R>

### Other Information about the Excessive Trading Policy

<R>The  fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency. The
fund reserves the right to modify its policies at any time without prior notice.</R>

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by
the policies described above.

As described in "Valuing Shares," the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders.
There is no assurance that the fund's excessive trading policy will be effective, or will successfully detect or deter excessive or disruptive trading.

### Buying Shares

<R>Theprice to buyone share  is its NAV. Shares are sold without a sales charge.</R>

<R>Shares  will be bought at the NAV next calculated after your investment is received in proper form.</R>

<R>The fund has authorized certain intermediaries to accept orders to buy shares on its behalf. When authorized intermediaries receive an
order in proper form, the order is considered as being placed with the fund, and shares will be bought at the NAV next calculated after the order
is received by the authorized intermediary. Orders by funds of funds for which Fidelity  serves as investment manager will be treated as received
by the fund at the same time that the corresponding orders are received in proper form by the funds of funds.</R>

<R>There is no minimum balance or purchase minimum for investments through Portfolio Advisory Services, a mutual fund or a qualified tuition
program for which Fidelity  serves as investment manager, certain Fidelity retirement accounts funded through salary deduction, or fund positions
opened with the proceeds of distributions from such retirement accounts or from a Fidelity systematic withdrawal service. In addition, the fund
may waive or lower purchase minimums in other circumstances.</R>

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees the fund or Fidelity has incurred.

Certain financial institutions that have entered into sales agreements with FDC may enter confirmed purchase orders on behalf of customers by
phone, with payment to follow no later than the time when fund shares are priced on the following business day. If payment is not received by that
time, the order will be canceled and the financial institution could be held liable for resulting fees or losses.

Prospectus

Shareholder Information - continued

Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and
the monies may be withheld.

### Selling Shares

<R>The price to sell one share  is its NAV.</R>

<R>Shares  will be sold at the NAV next calculated after an order is received in proper form. Normally, redemptions will be processed by the
next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the
fund.</R>

<R>The fund has authorized certain intermediaries to accept orders to sell shares on its behalf. When authorized intermediaries receive an order
in proper form, the order is considered as being placed with the fund, and shares will be sold at the NAV next calculated after the order is received
by the authorized intermediary. Orders by funds of funds for which Fidelity  serves as investment manager will be treated as received by the fund at
the same time that the corresponding orders are received in proper form by the funds of funds.</R>

A signature guarantee is designed to protect you and Fidelity from fraud. If you hold your shares in a Fidelity mutual fund account and submit your
request to Fidelity by mail, Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances,
such as:

- <R>When you wish to sell more than $100,000 worth of shares.</R>
- <R>When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to an
address different than the record address.</R>
- <R>When you are requesting that redemption proceeds be paid to someone other than the account  owner.</R>
- In certain situations when the redemption proceeds are being transferred to a Fidelity mutual fund account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker (including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

- If you are selling some but not all of your shares, keep your fund balance above the required minimum to keep your fund position open, except
fund positions not subject to balance minimums.
- Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been
received and collected.

Prospectus

- Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the
NYSE is restricted, or as permitted by the SEC.
- <R>Redemption proceeds may be paid in securities or other property rather than in cash if the Adviser determines it is in the best interests of
the fund.</R>
- You will not receive interest on amounts represented by uncashed redemption checks.
- <R>If you hold your shares in a Fidelity mutual fund account and your redemption check remains uncashed for six months,  the check may be
invested in additional shares at the NAV next calculated on the day of the investment.</R>
- Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled,
or processed and the proceeds may be withheld.

To sell shares issued with certificates, call Fidelity for instructions. The fund does not currently issue share certificates.

## Exchanging Shares

An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

<R>As a shareholder, you have the privilege of exchanging shares  for shares of other Fidelity funds.</R>

However, you should note the following policies and restrictions governing exchanges:

- The exchange limit may be modified for accounts held by certain institutional retirement plans to conform to plan exchange limits and Department of Labor regulations. See your retirement plan materials for further information.
- <R>The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group
if, in the Adviser's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies,
or would otherwise potentially be adversely affected.</R>
- <R>Before exchanging into a fund, read its prospectus, including any purchase and sale requirements.</R>
- The fund you are exchanging into must be available for sale in your state.
- Exchanges may have tax consequences for you.
- If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there may
be additional requirements.
- Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled, or
processed and the proceeds may be withheld.

The fund may terminate or modify exchange privileges in the future.

Prospectus

Shareholder Information - continued

Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged.
Check each fund's prospectus for details.

Prospectus

## Features and Policies

### Features

The following features may be available to buy and sell shares of the fund or to move money to and from your account, depending on whether
you are investing through a Fidelity brokerage account or a Fidelity mutual fund account. Please visit Fidelity's web site at www.fidelity.com or
call 1-800-544-6666 for more information.

|Electronic Funds Transfer: electronic money movement through the Automated Clearing House
•	To transfer money between a bank account and a Fidelity brokerage account or Fidelity mutual fund account.
•	You can use electronic funds transfer to:
-	Make periodic (automatic) purchases of Fidelity fund shares or payments to your Fidelity brokerage account.
-	Make periodic (automatic) redemptions of Fidelity fund shares or withdrawals from your Fidelity brokerage account.                        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Wire: electronic money movement through the Federal Reserve wire system
•	To transfer money between a bank account and a Fidelity brokerage account or Fidelity mutual fund account.                                                                                                                                                                                                                                                                                                                         
|Automatic Transactions: periodic (automatic) transactions
•	To directly deposit all or a portion of your compensation from your employer (or the U.S. Government, in the case of Social Security) into a Fidelity brokerage account or Fidelity mutual fund
account.
•	To make contributions from a Fidelity mutual fund account to a Fidelity mutual fund IRA.
•	To sell shares of a Fidelity money market fund and simultaneously to buy shares of another Fidelity fund in a Fidelity mutual fund account.

### Policies

The following policies apply to you as a shareholder.

Statements that Fidelity sends to you include the following:

- Confirmation statements (after transactions affecting your fund balance except, to the extent applicable, reinvestment of distributions in the
fund or another fund and certain transactions through automatic investment or withdrawal programs).
- Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).

<R>Current regulations allow Fidelity to send a single copy of shareholder documents for Fidelity funds, such as prospectuses, annual and semiannual reports, and proxy materials, to certain mutual fund customers whom we believe are members of the same family who share the same
address. We will not send multiple copies of these documents to you and members of your family who share the same address. Instead, we will
send only a single copy of these documents. This will continue for as long as you are a shareholder, unless you notify us otherwise. If at any time
you choose to receive individual copies of any documents, please call 1-800-544-8544. We will begin sending individual copies to you within 30 days of receiving your call.</R>

Prospectus

Shareholder Information - continued

Electronic copies of most financial reports and prospectuses are available at Fidelity's web site. To participate in Fidelity's electronic delivery
program, call Fidelity or visit Fidelity's web site for more information.

You may initiate manytransactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet,
Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements
upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by
telephone, call Fidelity for instructions.

<R>You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under
anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information
or as otherwise required under these and other federal regulations. In addition, the fund reserves the right to involuntarily redeem an account
in the case of: (i) actual or suspected threatening conduct or actual or suspected fraudulent, illegal or suspicious activity by the account owner
or any other individual associated with the account; or (ii) the failure of the account owner to provide information to the fund related to opening the accounts. Your shares will be sold at the NAV minus, if applicable, any short-term redemption fee, calculated on the day Fidelity closes
your fund position.</R>

Fidelity may deduct asmall balance maintenance fee of $12.00 from a fund balance with a value of less than $2,000 in shares. It is expected
that fund balances will be valued after November 1 but prior to December 31 of each calendar year. Fund positions opened after September 30
will not be subject to the fee for that calendar year. The fee, which is payable to Fidelity, is designed to offset in part the relatively higher costs
of servicing smaller fund positions. This fee will not be deducted from fund positions opened after January 1 of that calendar year if those positions use certain regular investment plans.

If yourfund balancefalls below $2,000 worth of shares ($500 for fund balances in Fidelity Simplified Employee Pension-IRA and Keogh accounts, and Non-Fidelity Prototype Retirement accounts) for any reason, including solely due to declines in NAV, and you do not increase your
balance, Fidelity may sell all of your shares and send the proceeds to you after providing you with at least 30 days' notice to reestablish the minimum balance. Your shares will be sold at the NAV on the day Fidelity closes your fund position. Certain fund positions are not subject to these
balance requirements and will not be closed for failure to maintain a minimum balance.

Prospectus

Fidelity may charge afee for certain services, such as providing historical account documents.

## Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain
distributions.

The fund normally pays dividends in April, July, October, and December and pays capital gain distributions in March and December.

### Distribution Options

<R>When you open an account, specify on your application how you want to receive your distributions. The following distribution options are
available:</R>

<R>1. Reinvestment Option. Any dividends and capital gain distributions will be automatically reinvested in additional shares.  If you do not
indicate a choice on your application, you will be assigned this option. </R>

<R>2. Income-Earned Option. Any capital gain distributions will be automatically reinvested in additional shares. Any  dividends will be
paid in cash.</R>

<R>3. Cash Option. Any dividends and capital gain distributions will be paid in cash.</R>

<R>4. Directed Dividends®Option. Any dividends will be automatically invested in shares of another identically registered Fidelity fund.
Any capital gain distributions will be automatically invested in shares of another identically registered Fidelity fund, automatically reinvested in
additional shares of the fund, or paid in cash.</R>

<R>Not all distribution options may be available for every account and certain restrictions may apply. If the distribution option you prefer is not
listed on your account application, or if you want to change your current distribution option, visit Fidelity's web site at www.fidelity.com or call
1-800-544-6666 for more information.</R>

If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be
converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

<R>If your dividend check(s) remains uncashed for  six months, your check(s) may be invested in additional shares at the NAV next calculated
on the day of the investment.</R>

Prospectus

Shareholder Information - continued

## Tax Consequences

As with any investment, your investment in the fund could have tax consequences for you. If you are not investing through a tax-advantaged
retirement account, you should consider these tax consequences.

Taxes on distributions. Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local
taxes.

For federal tax purposes, certain of the fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as
ordinary income, while certain of the fund's distributions, including distributions of long-term capital gains, are taxable to you generally as capital
gains. A percentage of certain distributions of dividends may qualify for taxation at long-term capital gains rates (provided certain holding period
requirements are met).

If you buy shares when a fund has realized but not yet distributed income or capital gains, you will be "buying a dividend" by paying the full
price for the shares and then receiving a portion of the price back in the form of a taxable distribution.

Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.

Taxes on transactions. Your redemptions, including exchanges, may result in a capital gain or loss for federal tax purposes. A capital gain or
loss on your investment in the fund generally is the difference between the cost of your shares and the price you receive when you sell them.

Prospectus

---

# Fund Services

## Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

<R>The Adviser is the fund's manager. The address of the Adviser and its affiliates, unless otherwise indicated below, is 245 Summer Street,
Boston, Massachusetts 02210.</R>

<R>As of December 31, 2012, the Adviser had approximately $1.0 billion in discretionary assets under management, and approximately $1.67
trillion when combined with all of its affiliates' assets under management.</R>

<R>As the manager, the Adviser has overall responsibility for directing the fund's investments and handling its business affairs.</R>

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

<R>FMRC is an affiliate of the Adviser. As of December 31, 2012, FMRC had approximately $684.7 billion in discretionary assets under management.</R>

<R>Other investment advisers assist the Adviser with foreign investments:</R>

- <R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom,
serves as a sub-adviser for the fund. As of December 31, 2012, FMR U.K. had approximately $17.7 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United Statesand may also provide investment
advisory services for the fund. FMR U.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2012, FMR H.K. had approximately $7.6 billion in discretionary assets under management. FMR H.K. may
provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund.
FMR H.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo,
Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide
investment advisory services for the fund. FMR Japan is an affiliate of the Adviser.</R>

James Morrow is lead portfolio manager of the fund, which he has managed since October 2011. He also manages other funds. Since joining
Fidelity Investments in 1999, Mr. Morrow has worked as a research analyst and portfolio manager.

Adam Kramer is co-manager of the fund, which he has managed since October 2011. He also manages other funds. Since joining Fidelity Investments in 2000, Mr. Kramer has worked as a research analyst, a portfolio assistant, and a portfolio manager.

Prospectus

Fund Services - continued

Ramona Persaud is co-manager of the fund, which she has managed since October 2011. She also manages other funds. Since joining Fidelity Investments in 2003, Ms. Persaud has worked as a research analyst and portfolio manager.

The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and
any fund shares held by the portfolio managers.

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market
or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and,
because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf
of any Fidelity fund.

<R>The fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. The fee is calculated
by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets throughout
the month.</R>

<R>The group fee rate is based on the average net assets of all the mutual funds advised by FMR. For this purpose, the average net assets of
any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo, LLC are included. This rate cannot rise above
0.52%, and it drops as total assets under management increase.</R>

<R>For January 2014, the group fee rate was [__%]. The individual fund fee rate is 0.20%.</R>

<R>The total management fee for the fiscal year ended January 31, 2014, was [__%] of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.</R>

<R>The Adviser pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.</R>

<R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the
fund's semi-annual report for the fiscal period ended July 31, 2013.</R>

<R>From  time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining  the ability to be repaid
if expenses fall below the specified limit prior to the end of the fiscal year.</R>

Reimbursement or waiver arrangements can decrease expenses and boost performance.

<R>[As of [__], approximately ____% of the fund's total outstanding shares was held by FMR and/or another entity or entities of which FMR
LLC is the ultimate parent.]</R>

Prospectus

## Fund Distribution

The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

FDC distributes the fund's shares.

<R>Intermediaries  may receive from the Adviser, FDC, and/or their affiliates compensation for providing recordkeeping and administrative services, as well as other retirement plan expenses, and compensation for services intended to result in the sale of fund shares. These payments are
described in more detail in this section and in the SAI.</R>

<R>The fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) with
respect to its shares that recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of shares of the fund and/or shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those services. Currently,
the Board of Trustees of the fund has authorized such payments for shares of the fund.</R>

<R>If payments made by the Adviser to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of a
class's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales
charges.</R>

From time to time, FDC may offer special promotional programs to investors who purchase shares of Fidelity funds. For example, FDC may offer
merchandise, discounts, vouchers, or similar items to investors who purchase shares of certain Fidelity funds during certain periods. To determine if you qualify for any such programs, contact Fidelity or visit our web site at www.fidelity.com.

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than
those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to
make such offer.

Prospectus

---

# Appendix

## Financial Highlights

<R>Financial Highlights are intended to help you understand the financial history of fund shares for the past 5 years (or, if shorter, the period of
operations). Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in shares (assuming reinvestment of all dividends and distributions). The annual information has been
audited by [Name of Auditor], independent registered public accounting firm, whose report, along with fund financial statements, is included in
the  annual report. Annual reports are available for free upon request.</R>

## <R>[Financial Highlights to be filed by subsequent amendment.]</R>

<R></R>

Prospectus

Appendix - continued

## <R>Additional Index Information</R>

Russell 3000®Value Index is a market capitalization-weighted index designed to measure the performance of the broad value segment of the
U.S. equity market. It includes those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth rates.

Prospectus

|IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For individual investors opening an account:When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify
you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.
For investors other than individuals:When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may
be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide
documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI
also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and
semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment
strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-800-544-8544. In addition, you may visit Fidelity's web site at
www.fidelity.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

|The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web
site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C.
Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
Investment Company Act of 1940, File Number, 811-01352
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at
202-371-8300.

<R>Fidelity, Fidelity Investments & Pyramid Design, FAST, and Directed Dividends are registered service marks of FMR LLC. © 2014 FMR LLC. All rights reserved.</R>

The third-party marks appearing above are the marks of their respective owners.

<R>1.700257.117-a	EQU-PRO-0314</R>

Fidelity®Equity-Income Fund (FEQIX)

A Class of shares of Fidelity Equity-Income Fund

A Fund of Fidelity Devonshire Trust

STATEMENT OF ADDITIONAL INFORMATION

<R>April 1, 2014</R>

This statement of additional information (SAI) is not a prospectus. Portions of the fund's annual report are
incorporated herein. The annual report is supplied with this SAI.

<R>To obtain a free additional copy of the prospectus or SAI, dated April 1, 2014, or an annual report, please
call Fidelity at 1-800-544-8544 or visit Fidelity's web site at www.fidelity.com.</R>

<R></R>

bmh581492

<R>EQU-PTB-0314
1.472220.115-a</R>

TABLE OF CONTENTS

|                                            | PAGE            
|------------------------------------------- | ----------------
|Investment Policies and Limitations         | (Click
Here)    
|Portfolio Transactions                      | (Click
Here)    
|<R>Valuation                                | (Click
Here)</R>
|Buying, Selling, and Exchanging Information | (Click
Here)    
|<R>Distributions and Taxes                  | (Click
Here)</R>
|Trustees and Officers                       | (Click
Here)    
|<R>Control of Investment Advisers           | (Click
Here)</R>
|<R>Management Contract                      | (Click
Here)</R>
|<R>Proxy Voting Guidelines                  | (Click
Here)</R>
|<R>Distribution Services                    | (Click
Here)</R>
|<R>Transfer and Service Agent Agreements    | (Click
Here)</R>
|<R>Description of the Trust                 | (Click
Here)</R>
|<R>Fund Holdings Information                | (Click
Here)</R>
|<R>Financial Statements                     | (Click
Here)</R>
|<R>Appendix                                 | (Click
Here)</R>

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of the fund's assets that may be invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such
security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.

The fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.

The following are the fund's fundamental investment limitations set forth in their entirety.

Diversification

The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.

Senior Securities

The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.

Borrowing

The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

Underwriting

The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.

Concentration

The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements
collateralized by U.S. Government securities, Fidelity Management & Research Company (FMR) looks through to the U.S. Government securities.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in Fidelity® Money Market
Central Fund and/or any non-money market central fund, FMR looks through to the holdings of the central fund.

For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer
and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification provider used by FMR does not assign a classification.

Real Estate

The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate
business).

Commodities

The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but
this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments
backed by physical commodities).

Loans

The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.

Pooled Funds

The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management & Research Company or an affiliate or successor with substantially the same fundamental investment objective, policies, and limitations as the fund.

The following investment limitations are not fundamental and may be changed without shareholder approval.

Short Sales

The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

Margin Purchases

The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.

Borrowing

The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated
as borrowings for purposes of the fundamental borrowing investment limitation).

Illiquid Securities

The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

Loans

The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the
fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) assuming
any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of
debt instruments.)

Pooled Funds

The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.

In addition to the fund's fundamental and non-fundamental investment limitations discussed above:

<R>For the fund's limitations on futures and options transactions, see the section entitled "Futures, Options, and Swaps" on page (Click
Here).</R>

The following pages contain more detailed information about types of instruments in which the fund may invest, techniques the fund's
adviser (or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. The fund's adviser (or a
sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its
goal. However, the fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do
so might benefit the fund.

On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "an
adviser" or "the adviser" may relate to the fund's adviser or a sub-adviser, as applicable.

Affiliated Bank Transactions. A Fidelity fund may engage in transactions with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings.
In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.

Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including
changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to
prepayment risk.

Borrowing. If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be considered a form of leverage.

Cash Management. A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase
agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only) shares of Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.

Central Funds are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients. Central
funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related
to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the
portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those funds.

<R>Commodity Futures Trading Commission (CFTC) Notice of Exclusion.The trust, on behalf of the Fidelity fund to which this SAI
relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to the fund's
operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO. However, the CFTC
has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to
regulation by the CFTC. As of the date of this SAI, the adviser does not expect to register as a CPO of the fund. However, there is no certainty
that a fund or its adviser will be able to rely on an exclusion in the future as the fund's investments change over time. A fund may determine not
to use investment strategies that trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. If a
fund or its adviser operates subject to CFTC regulation, it may incur additional expenses.</R>

Common Stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock, although related proceedings can take time to resolve and results can be unpredictable.

Convertible Securities are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer)
into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may
also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be received upon
conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in
the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will
tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types
of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for
loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same
extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality
securities.

Exchange Traded Funds (ETFs) are shares of other investment companies, commodity pools, or other entities that are traded on an exchange. Typically, assets underlying the ETF shares are stocks, though they may also be commodities or other instruments. An ETF may seek
to replicate the performance of a specified index or may be actively managed.

Typically, ETF shares are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse
ETFs (also called "short ETFs" or "bear ETFs"), ETF shares are expected to increase in value as the value of the underlying benchmark decreases. Inverse ETFs seek to deliver the opposite of the performance of the benchmark they track and are often marketed as a way for investors
to profit from, or at least hedge their exposure to, downward moving markets. Investments in inverse ETFs are similar to holding short positions in the underlying benchmark.

ETF shares are redeemable only in large blocks (typically, 50,000 shares) often called "creation units" by persons other than a fund, and are
redeemed principally in-kind at each day's next calculated net asset value per share (NAV). ETFs typically incur fees that are separate from
those fees incurred directly by a fund. A fund's purchase of ETFs results in the layering of expenses, such that the fund would indirectly bear a
proportionate share of any ETF's operating expenses. Further, while traditional investment companies are continuously offered at NAV, ETFs
are traded in the secondary market (e.g., on a stock exchange) on an intra-day basis at prices that may be above or below the value of their
underlying portfolios.

Some of the risks of investing in an ETF that tracks an index are similar to those of investing in an indexed mutual fund, including tracking
error risk (the risk of errors in matching the ETF's underlying assets to the index or other benchmark); and the risk that because an ETF is not
actively managed, it cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Other ETF risks include
the risk that ETFs may trade in the secondary market at a discount from their NAV and the risk that the ETFs may not be liquid. ETFs also may
be leveraged. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they track and use derivatives in an
effort to amplify the returns (or decline, in the case of inverse ETFs) of the underlying index or benchmark. While leveraged ETFs may offer
the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater. Most leveraged and inverse
ETFs "reset" daily, meaning they are designed to achieve their stated objectives on a daily basis. Leveraged and inverse ETFs can deviate
substantially from the performance of their underlying benchmark over longer periods of time, particularly in volatile periods.

Exchange Traded Notes (ETNs) are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines aspects of both bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset minus fees and
expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held
until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or other reference asset to
which the ETN is linked minus certain fees. Unlike regular bonds, ETNs typically do not make periodic interest payments and principal typically is not protected.

<R>ETNs also incur certain expenses not incurred by their applicable index. The market value of an ETN is determined by supply and
demand, the current performance of the index or other reference asset, and the credit rating of the ETN issuer. The market value of ETN shares
may differ from their intraday indicative value. The value of an ETN may also change due to a change in the issuer's credit rating. As a result,
there may be times when an ETN's share trades at a premium or discount to its NAV. Some ETNs that use leverage in an effort to amplify the
returns of an underlying index or other reference asset can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a
fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are
greater.</R>

Exposure to Foreign and Emerging Markets. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

<R>Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or
adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate
assets or convert currency into U.S. dollars, or other government intervention. From time to time, a fund's adviser and/or its affiliates may
determine that, as a result of regulatory requirements that may apply to the adviser and/or its affiliates due to investments in a particular country,
investments in the securities of issuers domiciled or listed on trading markets in that country above certain thresholds (which may apply at the
account level or in the aggregate across all accounts managed by the adviser and its affiliates) may be impractical or undesirable. In such
instances, the adviser may limit or exclude investment in a particular issuer, and investment flexibility may be restricted. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that a fund's adviser will be able to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.</R>

It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S.
issuers. Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be
released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased investment or valuation
risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or
foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than with U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform accounting,
auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a
timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies
than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal
rights in foreign countries.

Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such
restrictions.

American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to
many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and
economic risks of the underlying issuer's country.

The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and
economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks of nationalization
of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights
than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making
prompt liquidation of holdings difficult or impossible at times.

Foreign Currency Transactions. A fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering
into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer
may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to
the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate
on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange.

The following discussion summarizes the principal currency management strategies involving forward contracts that could be used by a
fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same
purposes. Forward contracts not calling for physical delivery of the underlying instrument will be settled through cash payments rather than
through delivery of the underlying currency. All of these instruments and transactions are subject to the risk that the counterparty will default.

A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the
date a security denominated in a foreign currency is purchased or sold and the date on which payment is made or received. Entering into a
forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of
U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used to protect a
fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet
been selected.

A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in a foreign currency.
For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge," would tend
to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A fund could
also attempt to hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency
exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform
similarly to the currency in which the hedged securities are denominated.

A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure
from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a
"cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased,
much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. A fund may
cross-hedge its U.S. dollar exposure in order to achieve a representative weighted mix of the major currencies in its benchmark index and/or to
cover an underweight country or region exposure in its portfolio. Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it purchases.

Successful use of currency management strategies will depend on an adviser's skill in analyzing currency values. Currency management
strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to a fund if
currencies do not perform as an adviser anticipates. For example, if a currency's value rose at a time when a fund had hedged its position by
selling that currency in exchange for dollars, the fund would not participate in the currency's appreciation. If a fund hedges currency exposure
through proxy hedges, the fund could realize currency losses from both the hedge and the security position if the two currencies do not move in
tandem. Similarly, if a fund increases its exposure to a foreign currency and that currency's value declines, the fund will realize a loss. Foreign
currency transactions involve the risk that anticipated currency movements will not be accurately predicted and that a fund's hedging strategies
will be ineffective. Moreover, it is impossible to precisely forecast the market value of portfolio securities at the expiration of a foreign currency
forward contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expenses of such
transaction), if an adviser's predictions regarding the movement of foreign currency or securities markets prove inaccurate.

A fund may be required to limit its hedging transactions in foreign currency forwards, futures, and options in order to maintain its classification as a "regulated investment company" under the Internal Revenue Code (Code). Hedging transactions could result in the application of the
mark-to-market provisions of the Code, which may cause an increase (or decrease) in the amount of taxable dividends paid by a fund and could
affect whether dividends paid by a fund are classified as capital gains or ordinary income. A fund will cover its exposure to foreign currency
transactions with liquid assets in compliance with applicable requirements. There is no assurance that an adviser's use of currency management strategies will be advantageous to a fund or that it will employ currency management strategies at appropriate times.

Options and Futures Relating to Foreign Currencies. Currency futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most
currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains
the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

The uses and risks of currency options and futures are similar to options and futures relating to securities or indexes, as discussed below. A
fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different
foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or forward
contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the
value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in the Yen, but will not
protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over time.

Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of the fund to reduce
foreign currency risk using such options.

Fund's Rights as an Investor. Fidelity funds do not intend to direct or administer the day-to-day operations of any company. A fund may,
however, exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to a company's management, board of directors, and shareholders, and holders of a company's other securities when such matters could have a significant effect on the
value of the fund's investment in the company. The activities in which a fund may engage, either individually or in conjunction with others,
may include, among others, supporting or opposing proposed changes in a company's corporate structure or business activities; seeking
changes in a company's directors or management; seeking changes in a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting the filing of a bankruptcy petition; or
foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to litigation and it is possible that a fund could
be involved in lawsuits related to such activities. Such activities will be monitored with a view to mitigating, to the extent possible, the risk of
litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation
against a fund will not be undertaken or liabilities incurred. The fund's proxy voting guidelines are included in this SAI.

Futures, Options, and Swaps. The success of any strategy involving futures, options, and swaps depends on an adviser's analysis of many
economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts
discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to
exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its portfolio securities
and its investment performance could be primarily dependent upon securities it does not own.

Fidelity®Equity-Income Fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than 25%
of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put options
if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would exceed 25%
of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call options
purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or traded
together with their underlying securities, and do not apply to structured notes.

The limitations on the fund's investments in futures contracts, options, and swaps, and the fund's policies regarding futures contracts, options, and swaps may be changed as regulatory agencies permit.

The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures, options
on futures, and forward contracts.

Futures Contracts. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the
contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities or
commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign indexes for funds that seek foreign exposure). Futures on indexes and futures not calling for physical delivery of the underlying instrument will
be settled through cash payments rather than through delivery of the underlying instrument. Futures can be held until their delivery dates, or can
be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by
closing out its futures contracts.

The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it
had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to
move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend to offset both positive
and negative market price changes, much as if the underlying instrument had been sold.

The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying instrument
or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. If
the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in
value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in a fund's
NAV. The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not represent a borrowing or loan by a
fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the fund's contract expired. In the event
of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in
proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is also required to segregate
liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin and variation margin, if any.

Although futures exchanges generally operate similarly in the United States and abroad, foreign futures exchanges may follow trading,
settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United States may not
involve a clearing mechanism or related guarantees and may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member, or other party that may owe initial or variation margin to a fund.
Because initial and variation margin payments may be measured in foreign currency, a futures contract traded outside the United States may
also involve the risk of foreign currency fluctuation.

There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily
price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a
given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into
new positions or close out existing positions. The daily limit governs only price movements during a particular trading day and therefore does
not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of
positions and subjecting some holders of futures contracts to substantial losses.

If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of
unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its
value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may be heightened for
commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments such as stocks and
bonds.

Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not
track the performance of the fund's other investments.

Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in
how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures
contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that
are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated
with the purchase of the physical commodity.

Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to
the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such futures contracts,
the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the
anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the
markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.

Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options
have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or
commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange or OTC. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the
purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike
price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or may be
settled through cash payments. A purchaser may also terminate a put option position by closing it out in the secondary market at its current
price, if a liquid secondary market exists.

The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium, plus related transaction costs).

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right (but
not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls.
At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost of the
option.

The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium,
the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses
to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while
the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin
payments to an FCM as described above for futures contracts.

If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of
the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it
should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would expect to suffer a loss. This
loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as
applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put
options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a
call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying
instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.

Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close out
the put or call option on the secondary market may move more or less than the price of the related security.

There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively low
trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward
more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be
impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits
or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position
until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options positions could
also be impaired.

Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike
price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the
option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options
generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the
exchanges where they are traded.

Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on
the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to
reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to open and close out.

A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap gives a
party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a
specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a
greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap. When a fund purchases
an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However,
when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying
agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the
underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on
the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."

Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not
track the performance of the fund's other investments.

Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in
how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or
sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate
for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are
not offset by gains in other investments.

<R>Swap Agreements. Swap Agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are
transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a
central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or more
payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or
instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be exchanged between
the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed.</R>

<R>Swap agreements can take many different forms and are known by a variety of names. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements
are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price. Certain standardized
swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a clearinghouse and by a clearing
member FCM may be in excess of the collateral required to be posted by a fund to support its obligations under a similar uncleared swap. It is
expected, however, that regulators will adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the
near future, which could reduce the distinction.</R>

<R>A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the
market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof)
during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an
interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use total
return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.</R>

In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection
seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified
credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference
entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an
unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets
without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.

Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement calls
for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller, the fund will
experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a fund is the credit default
protection buyer, the fund will be required to pay premiums to the credit default protection seller.

If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially
resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap agreements
only with counterparties that meet certain standards of creditworthiness.

A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a
swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited
temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the
counterparty.

Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A fund
bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic
factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio
investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment,
which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also
reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex
and often valued subjectively.

<R>Hybrid and Preferred Securities. A hybrid security may be a debt security, warrant, convertible security, certificate of deposit or
other evidence of indebtedness on which the value of the interest on or principal of which is determined by reference to changes in the value of a
reference instrument or financial strength of a reference entity (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, index, or business entity such as a financial institution). Preferred securities may take the form of preferred stock and represent an
equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of
dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds generally take precedence over the claims
of those who own preferred and common stock.</R>

<R>The risks of investing in hybrid and preferred securities reflect a combination of the risks of investing in securities, options, futures and
currencies. An investment in a hybrid or preferred security may entail significant risks that are not associated with a similar investment in a
traditional debt or equity security. The risks of a particular hybrid or preferred security will depend upon the terms of the instrument, but may
include the possibility of significant changes in the value of any applicable reference instrument. Such risks may depend upon factors unrelated
to the operations or credit quality of the issuer of the hybrid or preferred security. Hybrid and preferred securities are potentially more volatile
and carry greater market and liquidity risks than traditional debt or equity securities. Also, the price of the hybrid or preferred security and any
applicable reference instrument may not move in the same direction or at the same time. In addition, because hybrid and preferred securities
may be traded over-the-counter or in bilateral transactions with the issuer of the security, hybrid and preferred securities may be subject to the
creditworthiness of the counterparty of the security and their values may decline substantially if the counterparty's creditworthiness deteriorates. In addition, uncertainty regarding the tax and regulatory treatment of hybrid and preferred securities may reduce demand for such securities and tax and regulatory considerations may limit the extent of a fund's investments in certain hybrid and preferred securities.</R>

Illiquid Securities cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may be costly to a fund.

Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and, through
reports from the fund's adviser, the Board monitors investments in illiquid securities.

Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature
of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer,
any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to
dispose of the security, and the ability to assign or offset the rights and obligations of the security).

Increasing Government Debt. The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.

A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able to
make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can
prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.

On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to
"AA+" from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+,"
there is no guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings
Services stated that its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings Services decisions to downgrade the long-term sovereign credit rating of the United States.

Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by
reference to a specific instrument, statistic, or measure.

Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as well
as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the indexes.

Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of
direct ownership.

Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed,
and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and
certain U.S. Government agencies.

Insolvency of Issuers, Counterparties, and Intermediaries.Issuers of fund portfolio securities or counterparties to fund transactions that
become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased
illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets,
where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy laws differ
from those of the U.S.

As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities and
the results of related proceedings can be unpredictable.

If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights against the
counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate
a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending transactions. If an intermediary
becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also
take time to resolve, which may result in illiquid positions.

Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates. A Fidelity fund will borrow through the program only when the costs are
equal to or lower than the costs of bank loans. A Fidelity fund will lend through the program only when the returns are higher than those
available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A Fidelity fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional
borrowing costs.

Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security
interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess
speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated but considered to be of equivalent
quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade debt security, an adviser may take into
account normal settlement periods.

<R>Investments by Funds of Funds or Other Large Shareholders.Certain Fidelity funds and accounts (including funds of funds) invest in other funds and may at times have substantial investments in one or more other funds.</R>

A fund may experience large redemptions or investments due to transactions in fund shares by funds of funds, other large shareholders, or
similarly managed accounts. While it is impossible to predict the overall effect of these transactions over time, there could be an adverse impact
on a fund's performance. In the event of such redemptions or investments, a fund could be required to sell securities or to invest cash at a time
when it may not otherwise desire to do so. Such transactions may increase a fund's brokerage and/or other transaction costs and affect the
liquidity of a fund's portfolio. In addition, when funds of funds or other investors own a substantial portion of a fund's shares, a large redemption by such an investor could cause actual expenses to increase, or could result in the fund's current expenses being allocated over a smaller
asset base, leading to an increase in the fund's expense ratio. Redemptions of fund shares could also accelerate the realization of taxable capital
gains in the fund if sales of securities result in capital gains. The impact of these transactions is likely to be greater when a fund of funds or other
significant investor purchases, redeems, or owns a substantial portion of the fund's shares.

When possible, Fidelity will consider how to minimize these potential adverse effects, and may take such actions as it deems appropriate to
address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions over a period of
time, although there can be no assurance that such actions will be successful. A high volume of redemption requests can impact a fund the same
way as the transactions of a single shareholder with substantial investments.

Loans and Other Direct Debt Instruments. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables),
or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower
on demand. A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation
from a lender or other purchaser of a participation.

Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for
payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled
interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a
small fraction of the amount owed. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for
the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.

Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve
additional risks. For example, if a loan is foreclosed, the lender/purchaser could become part owner of any collateral, and would bear the costs
and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender
liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or
other intermediary.

A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the
borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the
benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and
delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.

Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate lenders/purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a lender/purchaser to increase
its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the
amount will ever be repaid.

For a Fidelity fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the fund
generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank
or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may
restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different companies and industries.

Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect
to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve
greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may
fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may
follow periods of rising interest rates.

The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality
debt securities and the ability of outside pricing services to value lower-quality debt securities.

Because the risk of default is higher for lower-quality debt securities, research and credit analysis are an especially important part of managing securities of this type. Such analysis may focus on relative values based on factors such as interest or dividend coverage, asset coverage,
earnings prospects, and the experience and managerial strength of the issuer, in an attempt to identify those issuers of high-yielding securities
whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future.

A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.

Mortgage Securities are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a
range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical
bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties.
Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual
securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by
the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie
Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae
and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by
the full faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition,
regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer
higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage
securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response
to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current
interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on
underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in
interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.

A fund may seek to earn additional income by using a trading strategy (commonly known as "mortgage dollar rolls" or "reverse mortgage
dollar rolls") that involves selling (or buying) mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase (or sell)
mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund
will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that
are permissible investments for the fund. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a
fund's right to repurchase or sell securities may be limited. This trading strategy may increase interest rate exposure and result in an increased
portfolio turnover rate which increases costs and may increase taxable gains.

<R></R>

Real Estate Investment Trusts. Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts
make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the
environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code
and failing to maintain exemption from the 1940 Act.

Reforms and Government Intervention in the Financial Markets. Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S.
Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments
of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are
uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that
affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may
also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in
certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments.

The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by
increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or
foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.

Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of
the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate
account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The
value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition,
delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its
right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.

Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities
Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may
increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.

Securities Lending. A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.

Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the ability to obtain
the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to
return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned
or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities
loaned, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below
the value of the replacement investment by the time the replacement investment is purchased. For a Fidelity fund, loans will be made only to
parties deemed by the fund's adviser to be in good standing and when, in the adviser's judgment, the income earned would justify the risks.

Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund.
Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.

<R>Securities of Other Investment Companies,including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio
management fees and operating expenses. Fees and expenses incurred indirectly by a fund as a result of its investment in shares of one or
more other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a separate line item in a
fund's prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment
companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a
premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.</R>

The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in such
securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of such
securities and the possibility that the fund's long-term returns on such securities will be diminished.

The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.

Short Sales. Stocks underlying a fund's convertible security holdings can be sold short. For example, if a fund's adviser anticipates a decline in the price of the stock underlying a convertible security held by the fund, it may sell the stock short. If the stock price subsequently
declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of the convertible security. Fidelity funds that employ this strategy generally intend to hedge no more than 15% of total assets with short sales on equity
securities underlying convertible security holdings under normal circumstances.

A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs, including
interest expenses, in connection with opening, maintaining, and closing short sales.

Structured Securities (also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined
by an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to changes in
the value of a reference instrument (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, or index) or the
relative change in two or more reference instruments. A structured security may be positively, negatively, or both positively and negatively
indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or
interest rate may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable
with respect to, or the interest rate of, a structured security may be calculated as a multiple of the percentage change (positive or negative) in the
value of the underlying reference instrument(s); therefore, the value of such structured security may be very volatile. Structured securities may
entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional
debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterparty's creditworthiness deteriorates.

Temporary Defensive Policies.

Fidelity Equity-Income Fund reserves the right to invest without limitation in preferred stocks and investment-grade debt instruments for
temporary, defensive purposes.

Transfer Agent Bank Accounts. Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.

If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the fund when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any
balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are
investment risks of the fund. The fund faces the risk of loss of these balances if the bank becomes insolvent.

Warrants. Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be
more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the
assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants
more speculative than other types of investments.

Zero Coupon Bonds do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase
price and its face value is considered income.

PORTFOLIO TRANSACTIONS

Orders for the purchase or sale of portfolio securities are placed on behalf of the fund by FMR pursuant to authority contained in the management contract. To the extent that FMR grants investment management authority to a sub-adviser (see the section entitled "Management
Contract"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with
the policies described in this section.

FMR or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.

The fund will not incur any commissions or sales charges when it invests in shares of open-end investment companies (including any underlying central funds), but it may incur such costs when it invests directly in other types of securities.

Purchases and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their
services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities
traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in
both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network
(ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.

Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although
there is no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes
the disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the
spread between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in
underwritten fixed price offerings.

The Trustees of the fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio securities transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods of time to
determine if it was reasonable in relation to the benefits to the fund.

FMR.

The Selection of Securities Brokers and Dealers

FMR or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMR, to execute the fund's portfolio securities
transactions, FMR or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMR's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMR or its affiliates may
choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMR or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMR or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMR or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FMR or its
affiliates also may select a broker that charges more than the lowest available commission rate available from another broker. FMR or its
affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to
a second broker where a client does not permit trading with an affiliate of FMR or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection
of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMR or its affiliates may choose to
execute futures transactions electronically.

FMR may enter into trading services agreements with its affiliates to facilitate transactions in non-United States markets.

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMR) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and
research products and services supplement FMR's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMR or its affiliates do not use fund commissions to pay for products or services that do not
qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMR. FMR's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FMR or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services that FMR or its affiliates receive are furnished by brokers on their own initiative,
either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services
may be provided at no additional cost to FMR or its affiliates or have no explicit cost associated with them. In addition, FMR or its affiliates
may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may
be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.

FMR's Decision-Making Process. In connection with the allocation of fund brokerage, FMR or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMR or its affiliates, viewed in terms of the particular transaction for the fund or FMR's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMR or its affiliates have investment discretion; however,
each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While FMR or its
affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether
compensation paid is reasonable, neither FMR, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to pay for any
brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these
brokerage and research products and services assist FMR or its affiliates in terms of their overall investment responsibilities to the fund or any
other investment companies and investment accounts for which FMR or its affiliates have investment discretion. Certain funds or investment
accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.

Research Contracts. FMR or its affiliates have arrangements with certain third-party research providers and brokers through whom FMR
or its affiliates effect fund trades, whereby FMR or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMR or its affiliates may
still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research products and
services to FMR or its affiliates, or that may be available from another broker. FMR or its affiliates view hard dollar payments for research
products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar arrangements the
commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMR's or its affiliates' determination to
pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's or its affiliates'
part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMR or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements
with FMR or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund to
offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMR or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS), with whom they are under
common control, provided FMR or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms. In addition, FMR or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

FMR Co., Inc. (FMRC).

The Selection of Securities Brokers and Dealers

FMRC or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMRC, to execute the fund's portfolio securities
transactions, FMRC or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMRC's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMRC or its affiliates
may choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMRC or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMRC or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMRC or its affiliates may select a broker that uses a trading
method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate.
FMRC or its affiliates also may select a broker that charges more than the lowest available commission rate available from another broker.
FMRC or its affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related
commissions to a second broker where a client does not permit trading with an affiliate of FMRC or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMRC or its
affiliates may choose to execute futures transactions electronically.

<R>FMRC may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets</R>

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMRC) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMRC or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMRC or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FMRC's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMRC or its affiliates do not use fund commissions to pay for products or services that do
not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMRC's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMRC or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMRC. FMRC's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage
and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their
own resources. To minimize the potential for conflicts of interest, the trading desks through which FMRC or its affiliates may execute trades
are instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage
and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is
managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the brokerage and research products and services that FMRC or its affiliates receive are furnished by brokers on their own
initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or
services may be provided at no additional cost to FMRC or its affiliates or have no explicit cost associated with them. In addition, FMRC or its
affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or
services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall
services.

FMRC's Decision-Making Process. In connection with the allocation of fund brokerage, FMRC or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMRC or its affiliates, viewed in terms of the particular transaction for the fund or FMRC's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMRC or its affiliates have investment discretion;
however, each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While
FMRC or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining
whether compensation paid is reasonable, neither FMRC, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to
pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise.
Typically, these brokerage and research products and services assist FMRC or its affiliates in terms of their overall investment responsibilities
to the fund or any other investment companies and investment accounts for which FMRC or its affiliates have investment discretion. Certain
funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit
other funds or accounts managed by FMRC or its affiliates.

Research Contracts. FMRC or its affiliates have arrangements with certain third-party research providers and brokers through whom
FMRC or its affiliates effect fund trades, whereby FMRC or its affiliates may pay with fund commissions or hard dollars for all or a portion of
the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMRC or its
affiliates may still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research
products and services to FMRC or its affiliates, or that may be available from another broker. FMRC or its affiliates view hard dollar payments
for research products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar
arrangements the commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMRC's or its affiliates' determination to pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on
FMRC's or its affiliates' part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMRC or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMRC) who have entered into arrangements
with FMRC or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund
to offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMRC or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided FMRC
or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of non-affiliated, qualified brokerage
firms. In addition, FMRC or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMRC to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

Commissions Paid

A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The
amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.

<R>For the fiscal periods ended January 31, 2014 and 2013, the fund's portfolio turnover rates were [___% and ___%], respectively. Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in
FMR's investment outlook.</R>

<R>[During the fiscal year ended January 31, 2014, the fund held securities issued by one or more of its regular brokers or dealers or a
parent company of its regular brokers or dealers. The following table shows the aggregate value of the securities of the regular broker or dealer
or parent company held by the fund as of the fiscal year ended January 31, 2014.]</R>

|Fund                           | Regular Broker or Dealer           | Aggregate Value ofSecurities Held
|------------------------------ | ---------------------------------- | ---------------------------------
|<R>Fidelity Equity-Income Fund | [Name of Regular Broker or Dealer] | $	</R>                           
|<R>                            | [Name of Regular Broker or Dealer] | $	</R>                           
|<R>                            |                                    | </R>                             
|<R>                            |                                    | </R>                             
|<R>                            |                                    | </R>                             
|<R>                            |                                    | </R>                             
|<R>                            |                                    | </R>                             

<R>[For the fiscal year ended January 31, 2014, the fund paid no brokerage commissions.]</R>

<R>[The following table shows the total amount of brokerage commissions paid by the fund, comprising commissions paid on securities
and/or futures transactions, as applicable, for the fiscal years ended January 31, 2014, 2013, and 2012. The total amount of brokerage commissions paid is stated as a dollar amount and a percentage of the fund's average net assets.]</R>

|Fiscal Year
EndedJanuary 31 |  | DollarAmount | Percentage of
AverageNet Assets
|--------------------------- |  | ------------ | -------------------------------
|<R>2014                     |  | $            | %</R>                          
|<R>2013                     |  | $            | %</R>                          
|<R>2012                     |  | $            | %</R>                          

<R>[During the fiscal years ended January 31, 2014, 2013, and 2012, the fund paid brokerage commissions of [$_____, $_____, and
$_____], respectively, to NFS. NFS is paid on a commission basis. [During the fiscal year ended January 31, 2014, this amounted to approximately __% of the aggregate brokerage commissions paid by the fund for transactions involving approximately __% of the aggregate dollar
amount of transactions for which the fund paid brokerage commissions. [The difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS is a result of the low commission
rates charged by NFS.] [The difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low price of certain securities.]]] [The difference between the
percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through,
NFS reflects the relatively low price of certain securities. The difference between the percentage of aggregate brokerage commissions paid
to, and the percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low rate of commissions
paid on futures transactions.]</R>

<R>[During the fiscal year ended January 31, 2014, the fund paid $_ in brokerage commissions to firms that may have provided research or
brokerage services involving approximately $_ of transactions.] [During the fiscal year ended January 31, 2014, the fund paid no brokerage
commissions to firms for providing research or brokerage services.] [For the twelve-month period ended December 31, 2013, [$_] of the
fund's brokerage commissions were allocated for research or brokerage services.] [During the twelve-month period ended December 31,
2013, the fund did not allocate brokerage commissions to firms for providing research or brokerage services.]</R>

VALUATION

<R> NAV is the value of a single share. NAV is computed by adding a class's pro rata share of the value of a fund's investments, cash, and
other assets, subtracting the class's pro rata share of the fund's liabilities, subtracting the liabilities allocated to the class, and dividing the result
by the number of shares of that class that are outstanding.</R>

The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation oversight responsibilities to FMR.
FMR has established the FMR Fair Value Committee (FMR Committee) to fulfill these oversight responsibilities.

<R>Shares of open-end investment companies (including any underlying central funds) held by a fund are valued at their respective NAVs.
If an underlying fund's NAV is unavailable, shares of that underlying fund will be fair valued in good faith by the FMR Committee in accordance
with applicable fair value pricing policies.</R>

<R>Portfolio securities and assets held by an underlying money market central fund are valued on the basis of amortized cost. Generally,
other portfolio securities and assets held by a fund, as well as portfolio securities and assets held by an underlying non-money market central
fund, are valued as follows:</R>

Most equity securities are valued at the official closing price or the last reported sale price or, if no sale has occurred, at the last quoted bid
price on the primary market or exchange on which they are traded.

Debt securities and other assets for which market quotations are readily available may be valued at market values in the principal market in
which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities
may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques.

Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing
service are not readily available are valued at amortized cost, which approximates current value.

Futures contracts are valued at the settlement or closing price. Options are valued at their market quotations, if available. Swaps are valued
daily using quotations received from independent pricing services or recognized dealers.

Prices described above are obtained from pricing services that have been approved by the Board of Trustees. A number of pricing services
are available and the funds may use more than one of these services. The funds may also discontinue the use of any pricing service at any time.
FMR engages in oversight activities with respect to the fund's pricing services, which includes, among other things, testing the prices provided
by pricing services prior to calculation of a fund's NAV, conducting periodic due diligence meetings, and periodically reviewing the methodologies and inputs used by these services.

Foreign securities and instruments are valued in their local currency following the methodologies described above. Foreign securities,
instruments and currencies are translated to U.S. dollars, based on foreign currency exchange rate quotations supplied by a pricing service as of
the close of the New York Stock Exchange (NYSE), which uses a proprietary model to determine the exchange rate. Forward foreign currency
exchange contracts are valued at an interpolated rate based on days to maturity between the closest preceding and subsequent settlement period
reported by the third party pricing service.

Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service are
not readily available or, in the opinion of the FMR Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee
in accordance with applicable fair value pricing policies. For example, if, in the opinion of the FMR Committee, a security's value has been
materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is
principally traded, that security will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee may consider factors including price movements in futures contracts and ADRs, market
and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading.

BUYING, SELLING, AND EXCHANGING INFORMATION

The fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures
approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this
purpose as they are valued in computing the class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain
or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other
property.

The fund, in its discretion, may determine to issue its shares in kind in exchange for securities held by the purchaser having a value, determined in accordance with the fund's policies for valuation of portfolio securities, equal to the purchase price of the fund shares issued. The fund
will accept for in-kind purchases only securities or other instruments that are appropriate under its investment objective and policies. In addition, the fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not
subject to restrictions on resale. All dividends, distributions, and subscription or other rights associated with the securities become the property
of the fund, along with the securities. Shares purchased in exchange for securities in kind generally cannot be redeemed for fifteen days following the exchange to allow time for the transfer to settle.

DISTRIBUTIONS AND TAXES

Dividends. A portion of the fund's income may qualify for the dividends-received deduction available to corporate shareholders, but it is
unlikely that all of the fund's income will qualify for the deduction. A portion of the fund's dividends, when distributed to individual shareholders, may qualify for taxation at long-term capital gains rates (provided certain holding period requirements are met).

Capital Gain Distributions. The fund's long-term capital gain distributions are federally taxable to shareholders generally as capital
gains.

<R>[As of January 31,2014, the fund had an aggregate capital loss carryforward of approximately [$____]. This loss carryforward, [none
of which will expire/all of which will expire on January 31, [year]/of which $___, $___, and $___will expire on January 31, [year], [year], and
[year], respectively[, and $___ of which will not expire]], is available to offset future capital gains]. Under provisions of the Internal Revenue
Code and related regulations, [[a fund must use losses that do not expire before it uses losses that do expire, and]] a fund's ability to utilize its
capital loss carryforwards in a given year or in total may be limited.]</R>

Returns of Capital. If the fund's distributions exceed its taxable income and capital gains realized during a taxable year, all or a portion of
the distributions made in the same taxable year may be recharacterized as a return of capital to shareholders. A return of capital distribution will
generally not be taxable, but will reduce each shareholder's cost basis in the fund and result in a higher reported capital gain or lower reported
capital loss when those shares on which the distribution was received are sold.

Foreign Tax Credit or Deduction. Foreign governments may impose withholding taxes on dividends and interest earned by the fund with
respect to foreign securities held directly by the fund. Foreign governments may also impose taxes on other payments or gains with respect to
foreign securities held directly by the fund. Because the fund does not currently anticipate that securities of foreign issuers or underlying regulated investment companies will constitute more than 50% of its total assets at the end of its fiscal year, or fiscal quarter, respectively, shareholders should not expect to be eligible to claim a foreign tax credit or deduction on their federal income tax returns with respect to foreign taxes
withheld.

Tax Status of the Fund. The fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, the fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis (if the fiscal year is
other than the calendar year), and intends to comply with other tax rules applicable to regulated investment companies.

Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the
sale of shares of the fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may be
subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should consult
their tax advisers to determine whether the fund is suitable to their particular tax situation.

TRUSTEES AND OFFICERS

<R>The Trustees, Member of the Advisory Board, and  officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees [__] funds. Mr. Curvey oversees
[__] funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees [__] funds.</R>

<R>The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who
is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of
the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with
respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory
Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the
Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.</R>

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a
statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent
Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a
Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also
engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes,
and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating
Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders.
Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion
that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as
Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman
has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be
independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without
having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the
Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned
C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another
Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity
funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of
Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On
occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each
Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and
associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the
occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls
to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii)
creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and
implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or
through FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by
the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is
exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with
FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks,
including the development of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and
FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate
personnel, including but not limited to the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the
fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual
review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight
responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston,
Massachusetts 02210.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>      
|--------------------------------------------------------------------------------------
|<R>James C. Curvey (1935)</R>                                                         
|<R>                                                                                   
|                                                                                      
|<R>                                                                                   
|<R>Year of Election or Appointment: 2007</R>
Trustee
Chairman of the Board of Trustees
|<R>                                                                                   
|<R>Ronald P. O'Hanley (1957)</R>                                                      
|<R>Year of Election or Appointment: 2011</R>
Trustee                                  
|<R>                                                                                   

*	Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities
under common control with FMR.

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>              
|----------------------------------------------------------------------------------------------
|<R>Dennis J. Dirks (1948)</R>                                                                 
|<R>                                                                                           
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>Alan J. Lacy (1953)</R>                                                                    
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Ned C. Lautenbach (1944)</R>                                                               
|<R>Year of Election or Appointment: 2000</R>
Trustee
Chairman of the Independent Trustees     
|<R>                                                                                           
|<R>Joseph Mauriello (1944)</R>                                                                
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Robert W. Selander (1950)</R>                                                              
|<R>Year of Election or Appointment: 2011</R>
Trustee                                          
|<R>                                                                                           
|<R>Cornelia M. Small (1944)</R>                                                               
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>William S. Stavropoulos (1939)</R>                                                         
|<R>Year of Election or Appointment: 2002</R>
Trustee
Vice Chairman of the Independent Trustees
|<R>                                                                                           
|<R>David M. Thomas (1949)</R>                                                                 
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

<R>Advisory Board Member and  Officers:</R>

<R>Correspondence intended for  each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.</R>

|<R>Name, Year of Birth; Principal Occupation</R>                                    
|------------------------------------------------------------------------------------
|<R>Peter S. Lynch (1944)</R>                                                        
|<R>                                                                                 
|<R>Year of Election or Appointment: 2003</R>
Member of the Advisory Board           
|<R>                                                                                 
|<R>Elizabeth Paige Baumann (1968)</R>                                               
|<R>Year of Election or Appointment: 2012</R>
Anti-Money Laundering (AML) Officer    
|<R>                                                                                 
|<R>William C. Coffey (1969)</R>                                                     
|<R>Year of Election or Appointment: 2009</R>
Assistant Secretary                    
|<R>                                                                                 
|<R>Jonathan Davis (1968)</R>                                                        
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Adrien E. Deberghes (1967)</R>                                                   
|<R>Year of Election or Appointment: 2008</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stephanie J. Dorsey (1969)</R>                                                   
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Scott C. Goebel (1968)</R>                                                       
|<R>Year of Election or Appointment: 2008</R>
Secretary and Chief Legal Officer (CLO)
|<R>                                                                                 
|<R>Joseph A. Hanlon (1968)</R>                                                      
|<R>Year of Election or Appointment: 2012</R>
Chief Compliance Officer               
|<R>                                                                                 
|<R>Bruce T. Herring (1965)</R>                                                      
|<R>Year of Election or Appointment: 2006</R>
Vice President of certain Equity Funds 
|<R>                                                                                 
|<R>Brian B. Hogan (1964)</R>                                                        
|<R>Year of Election or Appointment: 2009</R>
Vice President                         
|<R>                                                                                 
|<R>Chris Maher (1972)</R>                                                           
|<R>Year of Election or Appointment: 2013</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Christine Reynolds (1958)</R>                                                    
|<R>Year of Election or Appointment: 2008</R>
Chief Financial Officer                
|<R>                                                                                 
|<R>Kenneth B. Robins (1969)</R>                                                     
|<R>Year of Election or Appointment: 2008</R>
President and Treasurer                
|<R>                                                                                 
|<R>Gary W. Ryan (1958)</R>                                                          
|<R>Year of Election or Appointment: 2005</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Stephen Sadoski (1971)</R>                                                       
|<R>Year of Election or Appointment: 2012</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stacie M. Smith (1974)</R>                                                       
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Renee Stagnone (1975)</R>                                                        
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Joseph F. Zambello (1957)</R>                                                    
|<R>Year of Election or Appointment: 2011</R>
Deputy Treasurer                       
|<R>                                                                                 

Standing Committees of the Fund's Trustees. The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has 10
standing committees. The members of each committee are Independent Trustees.

<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair and Mr. Stavropoulos serving as Vice Chair. The committee normally meets eight times a year, or more frequently as called by the Chair, and serves as a
forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee also
considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the
proposed continuation of contracts between the funds and FMR and its affiliates, and annually reviews and makes recommendations regarding
contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders and significant litigation. The committee also has oversight
of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended January 31, 2014, the committee held
[[Number of Meetings]/no] meeting[s].</R>

<R>The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair.
The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and monitors matters of disclosure to the extent
required to fulfill its statutory responsibilities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal
year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Board of Trustees has established two Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair), and
Messrs. Dirks, Lacy,  and Selander) and the Equity II Committee (composed of Messrs. Stavropoulos (Chair), Lautenbach, Mauriello, and
Thomas). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the
Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the
personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. Each
committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes,
and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related
to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or
both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's
deliberations. During the fiscal year ended January 31, 2014, [each Fund Oversight Committee held [[Number of Meetings]/no] meeting[s]/the Equity I Committee held [[Number of Meetings]/no] meetings and the Equity II Committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Stavropoulos, and Thomas, and Ms.
Small. Mr. Lautenbach alternates his attendance of committee meetings with his attendance of Audit Committee meetings. The committee
normally meets eight times a year, or more frequently as called by the Chair. Regarding shareholder services, the committee considers the
structure and amount of the funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping
and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration
of these fees. The committee also considers other non-investment management services rendered to the funds by FMR and its affiliates, including pricing and bookkeeping services. The committee monitors and recommends policies concerning the securities transactions of the funds,
including brokerage. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any
allocation of portfolio transactions is not influenced by the sale of fund shares. The committee also monitors brokerage and other similar relationships between the funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution
of fund shares, the committee considers issues bearing on the various distribution channels employed by the funds, including issues regarding
Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions
and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finder's fees, and other means by which
intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also
considers issues bearing on the preparation and use of advertisements and sales literature for the funds, policies and procedures regarding
frequent purchase of fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Audit Committee is composed of Messrs. Mauriello (Chair), Lacy,  and Selander. Mr. Lautenbach alternates his attendance of
committee meetings with his attendance of Shareholder, Distribution, and Brokerage Committee meetings. All committee members must be
able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the SEC. The committee will have at least
one committee member in common with the Compliance Committee. The committee normally meets four times a year, or more frequently as
called by the Chair. The committee meets separately at least annuallywith the funds' Treasurer, with the funds' Chief Financial Officer, with
personnel responsible for the internal audit function of FMR LLC, and with the funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the funds. The committee assists the
Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the funds and the funds' service providers, (to the extent such controls impact the funds' financial statements); (ii) the funds' auditors and the annual audits of the funds' financial
statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the
funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the
provision by any outside auditor of certain non-audit services to fund service providers and their affiliates to the extent that such approval (in
the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and
may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors
of the funds. It is responsible for approving all audit engagement fees and terms for the funds and for resolving disagreements between a fund
and any outside auditor regarding any fund's financial reporting. Auditors of the funds report directly to the committee. The committee will
obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships
between the auditor and the funds and any service providers consistent with the rules of the Public Company Accounting Oversight Board. The
committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or
former employees of the outside auditors. It oversees and receives reports on the funds' service providers' internal controls and reviews the
adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material
weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the funds'
ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether
material or not, that involves management or other employees who have a significant role in the funds' or service providers internal controls
over financial reporting. The committee will also review any correspondence with regulators or governmental agencies or published reports
that raise material issues regarding the funds' financial statements or accounting policies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the
most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any
material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps
taken to deal with such issues. The committee will oversee and receive reports on the funds' financial reporting process, will discuss with FMR,
the funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC, their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the funds. The committee
will review with FMR, the funds' Treasurer, outside auditor, and internal audit personnel of FMR LLC and, as appropriate, legal counsel the
results of audits of the funds' financial statements. The committee will review periodically the funds' major internal controls exposures and the
steps that have been taken to monitor and control such exposures. During the fiscal year ended January 31, 2014, the committee held [[Number
of Meetings]/no] meeting[s].</R>

<R>The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair) and Stavropoulos. The committee meets as
called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the
Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The
committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the
Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for
Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make
such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under
applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees,
such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors
compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental
policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each
Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees.
The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other
developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to
fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation
of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee
shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the
Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the funds' or
the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge,
experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees
required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members
of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee
candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the
committee's scope of responsibilities, and may retain, at the funds' expense, such independent counsel or other advisers as it deems necessary.
The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates
presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the
candidate that demonstrates his or her ability to serve as an Independent Trustee of the funds, should be submitted to the Chair of the committee
at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all
candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds
within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting)
with the adviser, any sub-adviser, or their affiliates that could create an appearance of lack of independence in respect of the funds; (iv) has the
disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders;
(v) ability to attend regularly scheduled meetings during the year; (vi) demonstrates sound business judgment gained through broad experience
in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or
accounting knowledge to add value in the complex financial environment of the funds; (viii) experience on corporate or other institutional
oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory
conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light
of the funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the
Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a
whole, demonstrate the same level of fitness to serve as an Independent Trustee. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Compliance Committee is composed of Messrs. Selander (Chair), Lautenbach,  and Mauriello. The committee normally meets
quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and
procedures of the funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and
approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance
with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not
otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a CCO of the
funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and
compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The
committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports
which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters
that would otherwise be subject to periodic reporting or that may have a significant impact on the funds. The committee will recommend to the
Board, what actions, if any, should be taken with respect to such reports. During the fiscal year ended January 31, 2014, the committee held
[[Number of Meetings]/no] meeting[s].</R>

<R>The Proxy Voting Committee is composed of Messrs. Thomas (Chair), Dirks, and Selander. The committee will meet as needed to
review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The
committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations
between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee
will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The
committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The
committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR
relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the
casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be
reviewed by the Board. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Research Committee is composed of Messrs. Lacy (Chair) and Thomas, and Ms. Small. The Committee will meet as needed. The
Committee's purpose is to assess the quality of the investment research available to FMR's investment professionals. As such, the Committee
reviews information pertaining to the sources of such research, the categories of research, the manner in which the funds bear the cost of research, and FMR's internal research capabilities, including performance metrics, interactions between FMR portfolio managers and research
analysts, and the professional quality of analysts in research careers. Where necessary, the Committee recommends actions with respect to
various reports providing information on FMR's research function. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in the fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2013.</R>

|Interested Trustees                                                           
|------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                    
|<R>Fidelity Equity-Income Fund                                                
|AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

|Independent Trustees                                                          
|------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                    
|<R>Fidelity Equity-Income Fund                                                
|AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

<R></R>

|<R>DOLLAR RANGE OFFUND SHARES                                                     | Cornelia M. Small                                                      | William S.Stavropoulos                                                 | David M. Thomas                                                        |  | </R>
|--------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- |  | ----
|<R>Fidelity Equity-Income Fund                                                    | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] |  | </R>
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY | over $100,000                                                          | over $100,000                                                          | over $100,000                                                          |  | </R>

<R>The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or
her services for the fiscal year ended January 31, 2014, or calendar year ended December 31, 2013, as applicable.</R>

|Compensation Table1                         
|--------------------------------------------
|<R>AGGREGATE
COMPENSATIONFROM A FUND        
|<R>Fidelity Equity-Income Fund[B]           
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA
|<R>AGGREGATE
COMPENSATIONFROM A FUND        
|<R>Fidelity Equity-Income Fund[B]           
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA

<R></R>

<R>1	James C. Curvey, Ronald P. O'Hanley, and Peter S. Lynch are interested persons and are compensated by Fidelity.</R>

<R></R>

<R>A	Reflects compensation received for the calendar year ended December 31, 2012 for 236 funds of 29 trusts (including Fidelity Central
Investment Portfolios LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees and
Member of the Advisory Board. Certain of the Independent Trustees and Member of the Advisory Board elected voluntarily to defer a
portion of their compensation as follows: Dennis J. Dirks, $221,918; Ned C. Lautenbach, $262,798; Cornelia M. Small, $175,000; and
William S. Stavropoulos, $200,000.</R>

<R>[B	Compensation figures include cash and may include amounts deferred at the election of Trustees and Member of the Advisory Board.
Certain of the Independent Trustees' and Advisory Board Member's aggregate compensation from the fund includes accrued voluntary
deferred compensation as follows: [[Name of Trustee or ABM], [$___]].]</R>

<R>[As of [__],  the Trustees, Member of the Advisory Board, and officers of the fund owned, in the aggregate, less than [_]% of the fund's
total outstanding shares.]</R>

<R>[As of [__],  the following owned of record and/or beneficially 5% or more of the outstanding shares of a class:]</R>
<R></R>

<R>[*	The ownership information shown above is for a class of shares of the fund.]</R>

<R>[As of [__], approximately [____]% of the fund's total outstanding shares was held of record and/or beneficially by [Name of Shareholder], [City], [State][; approximately ___% of [the fund/[Name of Fund]]'s total outstanding shares was held of record and/or beneficially by
[Name of Shareholder], [City], [State]; and approximately ___% of the fund's total outstanding shares was held of record and/or beneficially
by [Name of Shareholder], [City], [State]].]</R>

<R>[A shareholder owning of record or beneficially more than 25% of a fund's outstanding shares may be considered a controlling person.
That shareholder's vote could have a more significant effect on matters presented at a shareholders' meeting than votes of other shareholders.]</R>

CONTROL OF INVESTMENT ADVISERS

FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), Fidelity Management & Research (Japan) Inc. (FMR Japan),
and FMRC. The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the Abigail P.
Johnson family, directly or through trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common shares. Series A is
held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such
matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B
shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership of voting
common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the 1940 Act, to
form a controlling group with respect to FMR LLC.

At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management,
shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of
securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of
emerging businesses.

<R>FMR, FMRC, FMR U.K., FMR H.K., FMR Japan,  FDC, and the fund have adopted a code of ethics under Rule 17j-1 of the 1940 Act
that sets forth employees' fiduciary responsibilities regarding the fund, establishes procedures for personal investing, and restricts certain
transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own investment
accounts, including securities that may be purchased or held by the fund.</R>

MANAGEMENT CONTRACT

The fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

Management Services.Under the terms of its management contract with the fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment
objective, policies and limitations. FMR also provides the fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of the fund and all Trustees who are interested persons of the trust or of FMR, and all personnel of the fund or
FMR performing services relating to research, statistical and investment activities.

In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing facilities for maintaining the fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the fund; preparing all general
shareholder communications and conducting shareholder relations; maintaining the fund's records and the registration of the fund's shares
under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the
fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.

Management-Related Expenses.In addition to the management fee payable to FMR and the fees payable to the transfer agent and pricing
and bookkeeping agent, and the costs associated with securities lending, the fund or each class thereof, as applicable, pays all of its expenses
that are not assumed by those parties. The fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and Independent Trustees. The fund's management contract further provides that the fund will
pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however,
under the terms of the fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by the fund include interest,
taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary filings under state securities laws. The fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its
officers and Trustees with respect to litigation.

Management Fee. For the services of FMR under the management contract, the fund pays FMR a monthly management fee which has two
components: a group fee rate and an individual fund fee rate.

<R>The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts. For this purpose, the monthly average net assets of any registered investment companies with which FMR previously had
management contracts but that currently have management contracts with Fidelity SelectCo, LLC are included.</R>

|GROUP FEE RATE SCHEDULE | EFFECTIVE ANNUAL FEE RATES
|----------------------- | --------------------------
|Average GroupAssets     | AnnualizedRate            
|0                       | -                         
|3                       | -                         
|6                       | -                         
|9                       | -                         
|12                      | -                         
|15                      | -                         
|18                      | -                         
|21                      | -                         
|24                      | -                         
|30                      | -                         
|36                      | -                         
|42                      | -                         
|48                      | -                         
|66                      | -                         
|84                      | -                         
|102                     | -                         
|138                     | -                         
|174                     | -                         
|210                     | -                         
|246                     | -                         
|282                     | -                         
|318                     | -                         
|354                     | -                         
|390                     | -                         
|426                     | -                         
|462                     | -                         
|498                     | -                         
|534                     | -                         
|587                     | -                         
|646                     | -                         
|711                     | -                         
|782                     | -                         
|860                     | -                         
|946                     | -                         
|1,041                   | -                         
|1,145                   | -                         
|1,260                   | -                         
|1,386                   | -                         
|1,525                   | -                         
|1,677                   | -                         
|Over                    |                           

<R>The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized
rates on the left. For example, the effective annual fee rate at $[__] billion of group net assets - the approximate level for January 2014 - was
[__%], which is the weighted average of the respective fee rates for each level of group net assets up to $[__] billion.</R>

<R>The fund's individual fund fee rate is 0.20%. Based on the average group net assets  for January 2014, the fund's annual management
fee rate would be calculated as follows:</R>

|Fund                           | Group Fee Rate |   | Individual Fund Fee Rate |   | Management Fee Rate
|------------------------------ | -------------- | - | ------------------------ | - | -------------------
|<R>Fidelity Equity-Income Fund | 0.___%         | + | 0.2000%                  | = | 0.___%</R>         

One-twelfth of the management fee rate is applied to the fund's average net assets for the month, giving a dollar amount which is the fee for
that month.

<R>For the fiscal years ended January 31, 2014, 2013, and 2012, the fund paid FMR management fees of [$_________, $____________,
and $__________], respectively.</R>

FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.

<R>Expense reimbursements  will increase returns and yield, and repayment of the reimbursement  will decrease returns and yield.</R>

Sub-Adviser - FMRC.On behalf of the fund, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has
day-to-day responsibility for choosing investments for the fund. Under the terms of the sub-advisory agreement for the fund, FMR, and not the
fund, pays FMRC's fees.

Sub-Advisers - FMR U.K., FMR H.K., and FMR Japan. On behalf of the fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR H.K., and FMR Japan. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the fund (discretionary services). FMR, and
not the fund, pays the sub-advisers.

<R></R>

<R>[Portfolio manager holdings and compensation information to be filed  by subsequent amendment.]</R>

<R></R>

PROXY VOTING GUIDELINES

The following Proxy Voting Guidelines were established by the Board of Trustees of the Fidelity funds, after consultation with Fidelity.
(The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly, are subject to
change.)

I.	General Principles

A.	Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows:
(i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will
be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.

B.	FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees have
a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders, and are
instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment Proxy Research
employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance
with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when there are factors that may prompt
one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees
are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests
of Fidelity and its customers.

C.	Except as set forth herein, FMR will generally vote in favor of routine management proposals.

D.	Non-routine proposals will generally be voted in accordance with the Guidelines.

E.	Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity
Fund Board Committee or its designee.

F.	FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's
likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.
Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.

G.	Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and are
not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure
practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into
consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.

H.	In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership
on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.

I.	Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment
to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on
this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for
the election of directors at the next election.

II.	Definitions (as used in this document)

A.	Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the right
of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.

B.	Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single
trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than
three times annual compensation (salary and bonus) in the event of a termination following a change in control.

C.	Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.

D.	Sunset Provision - a condition in a charter or plan that specifies an expiration date.

E.	Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a
potential acquirer announces a bona fide offer for all outstanding shares.

F.	Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.

G.	Large-Capitalization Company - a company included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap
Index.

H.	Small-Capitalization Company - a company not included in the Russell 1000® Index or the Russell Global ex-U.S. Large
Cap Index that is not a Micro-Capitalization Company.

I.	Micro-Capitalization Company - a company with a market capitalization under US $300 million.

J.	Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity
award plan on a regular basis.

III.	Directors

A.	Incumbent Directors

FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of all
directors or directors on responsible committees if:

1.	An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as
set forth below.

With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of
the following conditions are met when a Poison Pill is introduced, extended, or adopted:

a. The Poison Pill includes a Sunset Provision of less than five years;

b. The Poison Pill includes a Permitted Bid Feature;

c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and

d. Shareholder approval is required to reinstate the Poison Pill upon expiration.

FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are
not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a.
and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual
shareholder meeting, FMR will withhold authority on the election of directors.

2.	The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position
of up to 20% of a company's total voting securities and of any class of voting securities.

3.	Within the last year and without shareholder approval, a company's board of directors or compensation committee has
repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.

4.	Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account
such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the
company has adopted or extended a Golden Parachute without shareholder approval.

5.	To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform
to the Guidelines and the company has failed to act on that commitment.

6.	The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the
director served during the company's prior fiscal year, absent extenuating circumstances.

7.	The board is not composed of a majority of independent directors.

B.	Indemnification

FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the
proposal is accompanied by Anti-Takeover Provisions.

C.	Independent Chairperson

FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or
independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular
facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of
shareholders and to promote effective oversight of management by the board of directors.

D.	Majority Director Elections

FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a
board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where
there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative
to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of a majority of the votes cast in an uncontested election.

IV.	Compensation

A.	Executive Compensation

1.	Advisory votes on executive compensation

a.	FMR will generally vote for proposals to ratify executive compensation unless such compensation appears
misaligned with shareholder interests or otherwise problematic, taking into account such factors as, among other
things, (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restriction; and (v) whether
the company has adopted or extended a Golden Parachute without shareholder approval.

b.	FMR will generally vote against proposals to ratify Golden Parachutes.

2.	Frequency of advisory vote on executive compensation

FMR will generally support annual advisory votes on executive compensation.

B.	Equity award plans (including stock options, restricted stock awards, and other stock awards).

FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:

1.	(a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a
Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.

2.	In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of
grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in
lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has
repriced options outstanding under the plan in the past two years without shareholder approval.

3.	The plan includes an Evergreen Provision.

4.	The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not
occur.

C.	Equity Exchanges and Repricing

FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if
the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such
factors as:

1.	Whether the proposal excludes senior management and directors;

2.	Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;

3.	The company's relative performance compared to other companies within the relevant industry or industries;

4.	Economic and other conditions affecting the relevant industry or industries in which the company competes; and

5.	Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with
the interests of shareholders.

D.	Employee Stock Purchase Plans

FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.

E.	Employee Stock Ownership Plans (ESOPs)

FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state
of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of the
purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change in
control.

F.	Bonus Plans and Tax Deductibility Proposals

FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to
qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well
defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per participant is clearly stated and is not unreasonable or excessive.

V.	Anti-Takeover Provisions

FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:

A.	The Poison Pill includes the following features:

1.	A Sunset Provision of no greater than five years;

2.	Linked to a business strategy that is expected to result in greater value for the shareholders;

3.	Requires shareholder approval to be reinstated upon expiration or if amended;

4.	Contains a Permitted Bid Feature; and

5.	Allows the Fidelity Funds to hold an aggregate position of up to 20% of a company's total voting securities and of any
class of voting securities.

B.	An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or

C.	It is a fair price amendment that considers a two-year price history or less.

FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:

D.	In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's
Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any
time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to
vote for the election of directors.

E.	In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.

F.	In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least 25% of
the outstanding stock request that the company establish a record date determining which shareholders are entitled to act
and that consents be solicited from all shareholders.

VI.	Capital Structure/Incorporation

A.	Increases in Common Stock

FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total
number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares,
including stock options, except in the case of real estate investment trusts, where an increase that will result in a total
number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is
generally acceptable.

<R>B.	Reverse Stock Splits</R>

<R>FMR will generally vote in favor of reverse stock splits as long as the post-split authorized shares is no greater than
three times the post-split number of outstanding and scheduled to be issued shares, including stock awards, or in the case of
real estate investment trusts the number of post-split authorized shares is not greater than five times the post-split number of
outstanding and scheduled to be issued shares.</R>

C.	New Classes of Shares

FMR will generally vote against the introduction of new classes of stock with differential voting rights.

D.	Cumulative Voting Rights

FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.

E.	Acquisition or Business Combination Statutes

FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that
enable the company to opt out of the control shares acquisition or business combination statutes.

F.	Incorporation or Reincorporation in Another State or Country

FMR will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in
another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear
reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and
proposed jurisdictions and any changes to the company's current and proposed governing documents. FMR will consider
supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining
incorporated in the current jurisdiction appears misaligned with shareholder interests.

VII.	Shares of Investment Companies

A.	When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or
non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund or class
("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.

B.	<R>Certain Fidelity Funds may invest in shares of underlying Fidelity Funds that do not have public shareholders. For Fidelity Funds without public shareholders that are managed by FMR or an affiliate, FMR will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.</R>

VIII.	Other

A.	Voting Process

FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.

B.	Regulated Industries

Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of such
organization.

To view a fund's proxy voting record for the most recent 12-month period ended June 30, visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.

DISTRIBUTION SERVICES

For purposes of the following "Distribution Services" discussion, the term "shares" (as it relates to the fund) means the one class of shares
of the fund offered through the prospectus to which this SAI relates.

The fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 100 Salem Street,
Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the Financial
Industry Regulatory Authority, Inc. The distribution agreement calls for FDC to use all reasonable efforts, consistent with its other business, to
secure purchasers for shares of the fund, which are continuously offered at NAV. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.

The Trustees have approved a Distribution and Service Plan with respect to shares of the fund (the Plan) pursuant to Rule 12b-1 under the
1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plan, as
approved by the Trustees, allows shares of the fund and FMR to incur certain expenses that might be considered to constitute indirect payment
by the fund of distribution expenses.

<R>Under the Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. The Plan specifically recognizes that FMR may use its management fee revenue, as
well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the
sale of shares of the fund and/or shareholder support services. In addition, the Plan provides that FMR, directly or through FDC, may pay
significant amounts to intermediaries  that provide those services. Currently, the Board of Trustees has authorized such payments for shares the
fund.</R>

Prior to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the fund or class, as applicable, and its shareholders. In particular, the
Trustees noted that the Plan does not authorize payments by shares of the fund other than those made to FMR under its management contract
with the fund. To the extent that the Plan gives FMR and FDC greater flexibility in connection with the distribution of shares of the fund,
additional sales of shares of the fund or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plan by local entities with whom shareholders have other relationships.

<R>FDC or an affiliate may compensate, or upon direction make payments for certain retirement plan expenses to intermediaries.  A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or
type of services provided by the intermediary, the level or expected level of assets or sales of shares, and other factors. In addition to such
payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and
issues, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in
order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at
seminars, including travel, lodging, entertainment, and meals. Certain of the payments described above may be significant to an intermediary.
As permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay
or allow other incentives or payments to intermediaries.</R>

The fund's transfer agent or an affiliate may also make payments and reimbursements from its own resources to certain intermediaries (who
may be affiliated with the transfer agent) for providing recordkeeping and administrative services to plan participants or for providing other
services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.

FDC or an affiliate may also make payments to banks, broker-dealers and other service-providers (who may be affiliated with FDC) for
distribution-related activities and/or shareholder services. If you have purchased shares of the fund through an investment professional, please
speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates,
as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.

Any of the payments described in this section may represent a premium over payments made by other fund families. Investment professionals may have an added incentive to sell or recommend a fund over others offered by competing fund families, or retirement plan sponsors
may take these payments into account when deciding whether to include a fund as a plan investment option.

TRANSFER AND SERVICE AGENT AGREEMENTS

For purposes of the following "Transfer and Service Agent Agreements" discussion, the term "shares" (as it relates to the fund) means the
one class of shares of the fund offered through the prospectus to which this SAI relates.

<R>The fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an
affiliate of FMR, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of the agreement, FIIOC (or an agent,
including an affiliate) performs transfer agency services.</R>

<R>For providing transfer agency services, FIIOC receives a position fee and an asset-based fee with respect to each position in the fund.
For retail accounts, these fees are based on fund type. For certain institutional accounts, these fees are based on size of position and fund type.
For institutional retirement accounts, these fees are based on account type and fund type. The position fee is billed monthly on a pro rata basis at
one-twelfth of the applicable annual rate as of the end of each calendar month. The asset-based fee is calculated and paid monthly on the basis
of  average daily net assets of a fund or class, as applicable. The position fees are subject to increase based on postage rate changes.</R>

The asset-based fees are subject to adjustment in any month in which the total return of the S&P 500® Index exceeds a positive or negative
15% from a pre-established base value.

<R>FIIOC  may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances,
maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research.</R>

In addition, FIIOC receives the pro rata portion of the transfer agency fees applicable to shareholder accounts in a qualified tuition program
(QTP), as defined under the Small Business Job Protection Act of 1996, managed by FMR or an affiliate and in certain funds of funds managed
by an FMR affiliate, according to the percentage of the QTP's, or a fund of funds' assets that is invested in the fund.

FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports,
notices, and statements to existing shareholders, with the exception of proxy statements.

Many fund shares are owned by intermediaries for the benefit of their customers. Since a fund often does not maintain an account for
shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by third parties. FIIOC or an
affiliate may make payments to intermediaries (including affiliates of FIIOC) for recordkeeping and other services.

Retirement plans may also hold fund shares in the name of the plan or its trustee, rather than the plan participant. In situations where FIIOC
or an affiliate does not provide recordkeeping services, plan recordkeepers, who may have affiliated financial intermediaries who sell shares of
the fund, may, upon direction, be paid for providing recordkeeping services to plan participants. Payments may also be made, upon direction,
for other plan expenses. FIIOC may also pay an affiliate for providing services that otherwise would have been performed by FIIOC.

In certain situations where FIIOC or an affiliate provides recordkeeping services to a retirement plan, payments may be made to pay for
plan expenses. The amount of such payments may be based on investments in particular Fidelity funds, or may be fixed for a given period of
time. Upon direction, payments may be made to plan sponsors, or at the direction of plan sponsors, third parties, for expenses incurred in
connection with the plan. FIIOC may also pay an affiliate for providing services that otherwise would have been performed by FIIOC.

<R>The fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR (or an agent,
including an affiliate). The fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for shares,  maintains the fund's portfolio and general accounting records, and administers the
fund's securities lending program.</R>

For providing pricing and bookkeeping services, FSC receives a monthly fee based on the fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for the fund are 0.0389% of the first $500 million of average net assets, 0.0275% of
average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between $3.5 billion and $25 billion, and 0.0019% of
average net assets in excess of $25 billion.

For administering the fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.

Pricing and bookkeeping fees paid by the fund to FSC for the past three fiscal years are shown in the following table.

|<R>Fund                        | 2014 | 2013 | 2012</R>
|------------------------------ | ---- | ---- | --------
|<R>Fidelity Equity-Income Fund | $    | $    | $	</R>  

<R>[For the fiscal years ended January 31, 2014, the fund did not pay FSC for securities lending.]</R>

<R>[Payments made by the fund to FSC for securities lending for the past three fiscal years are shown in the following table.]</R>

|<R>Fund                        | 2014 | 2013 | 2012</R>
|------------------------------ | ---- | ---- | --------
|<R>Fidelity Equity-Income Fund | $    | $    | $	</R>  

DESCRIPTION OF THE TRUST

<R>Trust Organization. Fidelity Equity-Income Fund is a fund of Fidelity Devonshire Trust, an open-end management investment company created under an initial declaration of trust dated March 4, 1985. Currently, there are 10 funds offered in the trust: Fidelity Advisor®
Series Equity-Income Fund, Fidelity Advisor® Series Stock Selector Large Cap Value Fund, Fidelity Equity-Income Fund, Fidelity Large
Cap Growth Fund, Fidelity Mid Cap Value Fund, Fidelity Series All-Sector Equity Fund, Fidelity Series Equity-Income Fund, Fidelity Series
Large Cap Value Fund, Fidelity Series Stock Selector Large Cap Value Fund, and Fidelity Stock Selector Large Cap Value Fund. The Trustees
are permitted to create additional funds in the trust and to create additional classes of the fund.</R>

The assets of the trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each
fund in the trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated
to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds or classes.

Shareholder Liability. The trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.

The Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the
trust or fund. The Declaration of Trust provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating to
the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets.
The Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.

The Declaration of Trust provides for indemnification out of each fund's property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. The Declaration of Trust also provides that each fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances in which a fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to shareholders is remote. Claims asserted against one class of shares may
subject holders of another class of shares to certain liabilities.

<R>Voting Rights. Each fund's capital consists of shares of beneficial interest. Shareholders are entitled to one vote for each dollar of net
asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by
fund, and by class.</R>

The shares have no preemptive rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.

The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or
a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class
available for distribution.

Custodians. The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of the fund's assets and the appointment of any subcustodian banks and clearing agencies. The Bank of New
York Mellon and JPMorgan Chase Bank, each headquartered in New York, also may serve as special purpose custodians of certain assets in
connection with repurchase agreement transactions. From time to time, subject to approval by a fund's Treasurer, the fund may enter into
escrow arrangements with other banks if necessary to participate in certain investment offerings.

<R>FMR, its officers and directors, its affiliated companies, Member of the Advisory Board, and Members of the Board of Trustees may,
from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of the fund's adviser, the terms and
conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.</R>

<R>Independent Registered Public Accounting Firm. [_______],  independent registered public accounting firm, audits financial statements for the fund and provides other audit, tax, and related services.</R>

FUND HOLDINGS INFORMATION

The fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer
guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving the fund's best interests by
striking an appropriate balance between providing information about the fund's portfolio and protecting the fund from potentially harmful
disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the fund's chief compliance
officer periodically.

The fund will provide a full list of holdings, including its top ten holdings, monthly on www.fidelity.com 30 days after the month-end
(excluding high income security holdings, which generally will be presented collectively monthly and included in a list of full holdings 60 days
after its fiscal quarter-end).

The fund will provide its top ten holdings (excluding cash and futures) as of the end of the calendar quarter on Fidelity's web site 15 or more
days after the calendar quarter-end.

Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.

The fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance
attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of the press,
consultants, and ratings and ranking organizations.

The Use of Holdings In Connection With Fund Operations. Material non-public holdings information may be provided as part of the
activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund, are
required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not misuse
the disclosed information. These entities, parties, and persons include, but are not limited to: the fund's trustees; the fund's manager, its sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of funds);
contractors who are subject to a confidentiality agreement; the fund's auditors; the fund's custodians; proxy voting service providers; financial
printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on
one or more securities; securities lending agents; counsel to the fund or its Independent Trustees; regulatory authorities; stock exchanges and
other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third
parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may
also be provided to an issuer regarding the number or percentage of its shares that are owned by the fund and in connection with redemptions in
kind.

Other Uses Of Holdings Information. In addition, the fund may provide material non-public holdings information to (i) third parties that
calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment
adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving the fund.
Each individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts
and circumstances, the disclosure appears unlikely to be harmful to the fund. Entities receiving this information must have in place control
mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the
information to effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third
parties is limited. FMR relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be harmful to the fund.

<R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous Friday),
generally 5 business days thereafter);  DocuLynx Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and certain affiliates
(full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next business day).</R>

<R>FMR, its affiliates, or the fund will not enter into any arrangements with third parties from which they derive consideration for the
disclosure of material non-public holdings information. If, in the future,  such an arrangement is desired, prior Board approval would be sought
and any such arrangements would be disclosed in the fund's SAI.</R>

There can be no assurance that the fund's policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.

FINANCIAL STATEMENTS

<R>The fund's financial statements and financial highlights for the fiscal year ended January 31, 2014, and report of the independent registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating expenses
as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because total annual
operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the
financial highlights do not, except to the extent any acquired fund fees and expenses relate to an entity, such as a wholly-owned subsidiary, with
which a fund's financial statements are consolidated. Acquired funds include other investment companies (such as central funds or other underlying funds) in which the fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in the prospectus fee
table and the financial highlights do not include any expenses associated with investments in certain structured or synthetic products that may
rely on the exception from the definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the 1940 Act.</R>

APPENDIX

<R>Fidelity, Fidelity Investments & Pyramid Design, and Fidelity Advisor are registered service marks of FMR LLC. © 2014 FMR
LLC. All rights reserved.</R>

<R>[[_][is/are] [a] service mark[s] of FMR LLC.]]</R>

The third-party marks appearing above are the marks of their respective owners.

Fidelity®Equity-Income Fund

Class/Ticker

K/FEIKX

Prospectus

<R>April 1, 2014</R>

bmh581477

---

# Contents

|Fund Summary               | (Click
Here) | Fidelity®Equity-Income Fund                                     
|-------------------------- | ------------ | ----------------------------------------------------------------
|Fund Basics                | (Click
Here) | Investment Details                                              
|<R>                        | (Click
Here) | Valuing Shares</R>                                              
|<R>Shareholder Information | (Click
Here) | Additional Information about the Purchase and Sale of
Shares</R>
|<R>                        | (Click
Here) | Converting Shares</R>                                           
|<R>                        | (Click
Here) | Exchanging Shares</R>                                           
|<R>                        | (Click
Here) | Rollover IRAs</R>                                               
|<R>                        | (Click
Here) | Account Policies</R>                                            
|<R>                        | (Click
Here) | Dividends and Capital Gain Distributions</R>                    
|<R>                        | (Click
Here) | Tax Consequences</R>                                            
|<R>Fund Services           | (Click
Here) | Fund Management</R>                                             
|<R>                        | 22           | Fund Distribution</R>                                           
|<R>Appendix                | 23           | Financial Highlights</R>                                        
|<R>                        | 24           | Additional Index Information</R>                                

Prospectus

---

# Fund Summary

<R>Fund/Class:Fidelity®Equity-Income Fund/K</R>

## Investment Objective

The fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation. The fund seeks a
yield for its shareholders that exceeds the yield on the securities comprising the S&P 500® Index.

## Fee Table

The following table describes the fees and expenses that may be incurred when you buy and hold shares of the fund.

|Shareholder fees(fees paid directly from your investment) | None
|--------------------------------------------------------- | ----

<R>Annual  operating expenses(expenses that you pay each year as a % of the value of your investment)</R>

|<R>Management fee                        | __%</R>
|---------------------------------------- | -------
|Distribution and/or Service (12b-1) fees | None   
|<R>Other expenses                        | %</R>  
|<R>[Acquired fund fees and expenses      | %]</R> 
|<R>Total annual operating expenses       | %</R>  

<R>[[X]Based on historical expenses, adjusted to reflect current fees.]</R>

<R>[[X]Differs from the ratios of expenses to average net assets in the Financial Highlights section of the prospectus because of acquired fund fees andexpenses.]</R>

<R>This example helps compare the cost of investing in the fund with the cost of investing in other  funds.</R>

Let's say, hypothetically, that the annual return for shares of the fund is 5% and that your shareholder fees and the annual operating expenses
for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in
total expenses if you sell all of your shares at the end of each time period indicated:

|<R>1 year   | $</R>
|----------- | -----
|<R>3 years  | $</R>
|<R>5 years  | $</R>
|<R>10 years | $</R>

Prospectus

Fund Summary - continued

### Portfolio Turnover

<R>The fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which
are not reflected in annual operating expenses or in the example, affect the fund's performance. During the most recent fiscal year, the fund's portfolio turnover rate was [__]% of the average value of its portfolio.</R>

## Principal Investment Strategies

- Normally investing at least 80% of assets in equity securities.
- Normally investing primarily in income-producing equity securities, which tends to lead to investments in large cap "value" stocks.
- Potentially investing in other types of equity securities and debt securities, including lower-quality debt securities.
- Investing in domestic and foreign issuers.
- Using fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.
- <R>• Potentially using covered call options as tools in managing the fund's assets.</R>

## Principal Investment Risks

- <R>Stock Market Volatility. Stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market,
or economic developments. Different parts of the market, including different market sectors, and different types of securities can react differently
to these developments.</R>
- Interest Rate Changes. Interest rate increases can cause the price of a debt security to decrease.
- Foreign Exposure. Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory,
market, or economic developments and can perform differently from the U.S. market.
- Issuer-Specific Changes. The value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market as a whole. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high yield debt securities) and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The
value of lower-quality debt securities and certain types of other securities can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments.
- "Value" Investing. "Value" stocks can perform differently from the market as a whole and other types of stocks and can continue to be undervalued by the market for long periods of time.

Prospectus

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. You could lose money by investing in the fund.

## Performance

<R>The following information is intended to help you understand the risks of investing in the fund. The information illustrates the changes in the
performance of the fund's shares from year to year and compares the performance of the fund's shares to the performance of a securities market
index over various periods of time. The index description appears in the Additional Index Information section of the prospectus. Past performance
is not an indication of future performance.</R>

Visit www.401k.com and log in for updated return information.

Year-by-Year Returns

|<R>Calendar Years |  |  |  |  |  | 2009 | 2010 | 2011 | 2012 | 2013</R>
|----------------- |  |  |  |  |  | ---- | ---- | ---- | ---- | --------
|<R>               |  |  |  |  |  | %    | %    | %    | %    | %</R>   

<R>bmh581613</R>

|During the periods shown in the chart: | Returns | Quarter ended          
|-------------------------------------- | ------- | -----------------------
|<R>Highest Quarter Return              | __%     | [Month][Day],[Year]</R>
|<R>Lowest Quarter Return               | __%     | [Month][Day],[Year]</R>

Average Annual Returns

<R></R>

|<R>For the periods ended
December 31, 2013                                       | Past 1
year | Past 5
years | Life of
classA</R>
|-------------------------------------------------------------------------------- | ----------- | ------------ | ------------------
|<R>Class K                                                                       | %           | %            | %</R>             
|<R>Russell 3000® Value Index(reflects no deduction for fees, expenses, or taxes) | %           | %            | %</R>             

Prospectus

Fund Summary - continued

AFrom May 9, 2008.

## <R>Investment Adviser</R>

<R>Fidelity Management & Research Company (FMR) (the Adviser) is the fund's manager. FMR Co., Inc. (FMRC) and other investment advisers serve as sub-advisers for the fund.</R>

Prospectus

## Portfolio Manager(s)

<R></R>

<R>James Morrow (lead portfolio manager), Adam Kramer (co-manager), and Ramona Persaud (co-manager) have managed the fund since
October 2011.</R>

## Purchase and Sale of Shares

<R>Shares  of the fund generally are available only to employer-sponsored retirement plans (including profit sharing, 401(k), 403(b), 457(b), and
similar plans) for which Fidelity provides recordkeeping services. Plan participants may purchase shares  only if shares are eligible for sale and
available through their plan. You may buy or sell shares in various ways:</R>

|Internet
www.401k.com                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Phone
For Individual Accounts (investing through a retirement plan sponsor or other institution), refer to your plan materials or contact that institution directly.
|For Retirement Plan Level Accounts:
Corporate Clients 1-800-962-1375
"Not for Profit" Clients 1-800-343-0860                                                        
|Mail                                                                                                                                                                
|Redemptions:                                                                                                                                                        
|Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035                                                                                                      
|TDD - Service for the Deaf and Hearing Impaired
1-800-544-0118                                                                                                      

<R>The price to buy one share  is its net asset value per share (NAV). Shares will be bought at the NAV next calculated after an order is received
in proper form.</R>

<R>The price to sell one share  is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.</R>

The fund is open for business each day the New York Stock Exchange (NYSE) is open.

There is no purchase minimum for Class K shares.

## Tax Information

Distributions by the fund to tax-advantaged retirement plan accounts are not taxable currently (but you may be taxed later, upon withdrawal
of your investment from such account).

## <R>Payments to Broker-Dealers and Other Financial Intermediaries</R>

<R>The fund, the Adviser, Fidelity Distributors Corporation (FDC), and/or their affiliates may pay intermediaries, which may include banks, broker-dealers, retirement plan sponsors, administrators, or service-providers (who may be affiliated with the Adviser or FDC), for the sale of fund
shares and related services. These payments may create a conflict of interest by influencing your intermediary and your investment professional to
recommend the fund over another investment. Ask your investment professional or visit your intermediary's web site for more information.</R>

Prospectus

---

# Fund Basics

## Investment Details

Investment Objective

<R>Fidelity Equity-Income Fund seeks reasonable income. In pursuing this objective, the fund will also consider the potential for capital appreciation. The fund seeks a yield for its shareholders that exceeds the yield on the securities comprising the S&P 500® Index.</R>

Principal Investment Strategies

<R>The Adviser normally invests at least 80% of the fund's assets in equity securities. The Adviser normally invests the fund's assets primarily in
income-producing equity securities. The Adviser may also invest the fund's assets in other types of equity securities and debt securities, including
lower-quality debt securities.</R>

<R>The Adviser may invest the fund's assets in securities of foreign issuers in addition to securities of domestic issuers.</R>

<R>The Adviser's emphasis on above-average income-producing equity securities tends to lead to investments in large cap "value" stocks.
However, the Adviser is not constrained by any particular investment style. In buying and selling securities for the fund, the Adviser relies on
fundamental analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including its financial
condition, earnings outlook, strategy, management, industry position, and economic and market conditions.</R>

<R>The Adviser may also use covered call options as tools in managing the fund's assets. By writing covered call options, the Adviser sells the
option to buy a security held by the fund at a specified price in exchange for a premium.</R>

<R>In addition to the principal investment strategies discussed above, the Adviser may lend the fund's securities to broker-dealers or other institutions to earn income for the fund.</R>

<R>The Adviser may also use various techniques, such as buying and selling futures contracts and exchange traded funds, to increase or decrease
the fund's exposure to changing security prices or other factors that affect security values.</R>

<R>If the Adviser's strategies do not work as intended, the fund may not achieve its objective.</R>

Description of Principal Security Types

Equity securities represent an ownership interest, or the right to acquire an ownership interest, in an issuer. Different types of equity securities
provide different voting and dividend rights and priority in the event of the bankruptcy of the issuer. Equity securities include common stocks,
preferred stocks, convertible securities, and warrants.

<R>Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the
amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold
at a discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, money market securities, mortgage and other asset-backed securities, loans and loan participations, and other securities believed to have debt-like characteristics,
including hybrids and synthetic securities.</R>

Prospectus

Fund Basics - continued

<R>Derivatives are investments whose values are tied to an underlying asset, instrument, currency, or index. Derivatives include options transactions such as call options (options to buy). Writing a call option involves writing (selling) an option on a security or other instrument, which
obligates the writer to sell the underlying security or instrument or to make a net cash settlement payment in return for a set price (the strike
price) upon the buyer's exercise of the option. The seller is paid a price (premium) for the option. A call option is "covered" if the underlying
security or instrument is held in a fund's portfolio at the time the option is written.</R>

Principal Investment Risks

<R>Many factors affect the fund's performance. The fund's share price changes daily based on changes in market conditions and interest rates and
in response to other economic, political, or financial developments. The fund's reaction to these developments will be affected by the types of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer, and the fund's level of
investment in the securities of that issuer. To the extent a fund writes covered call options on particular securities, it gives up some ability to
participate in price increases of the underlying securities. When you sell your shares they may be worth more or less than what you paid for them,
which means that you could lose money by investing in the fund.</R>

The following factors can significantly affect the fund's performance:

<R>Stock Market Volatility. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations, especially in foreign markets, can be dramatic over the short as well as long term, and different parts of the market, including different
market sectors, and different types of equity securities can react differently to these developments. For example, stocks of companies in one sector
can react differently from those in another, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently
from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and
related geo-political risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on
world economies and markets generally.</R>

<R>Interest Rate Changes. Debt securities, including money market securities, have varying levels of sensitivity to changes in interest rates.
In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities
and certain types of securities, such as mortgage securities and the securities of issuers in the financial services sector, can be more sensitive to
interest rate changes, meaning the longer the maturity of a security, the greater the impact a change in interest rates could have on the security's price. Short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend
to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates. Securities with
floating interest rates can be less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much as interest
rates in general. Securities whose payment at maturity is based on the movement of all or part of an index and inflation-protected debt securities
may react differently from other types of debt securities.</R>

Prospectus

Foreign Exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations can involve
additional risks relating to political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign exchange
rates; withholding or other taxes; trading, settlement, custodial, and other operational risks; and the less stringent investor protection and disclosure standards of some foreign markets. All of these factors can make foreign investments, especially those in emerging markets, more volatile and potentially less liquid than U.S. investments. In addition, foreign markets can perform differently from the U.S. market.

Global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one
country or region might adversely impact issuers or providers in, or foreign exchange rates with, a different country or region.

Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions
that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's credit quality or value. The value of securities of smaller, less well-known issuers
can be more volatile than that of larger issuers. Lower-quality debt securities (those of less than investment-grade quality, also referred to as high
yield debt securities) and certain types of other securities tend to be particularly sensitive to these changes.

Lower-quality debt securities and certain types of other securities involve greater risk of default or price changes due to changes in the credit quality of the issuer. The value of lower-quality debt securities and certain types of other securities often fluctuates in response to company, political, or
economic developments and can decline significantly over short as well as long periods of time or during periods of general or regional economic
difficulty.

"Value" Investing. "Value" stocks can react differently to issuer, political, market, and economic developments than the market as a whole and
other types of stocks. "Value" stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, "value"
stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

Prospectus

Fund Basics - continued

<R>In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If the fund does so, different factors could affect its performance and the fund may not achieve its investment objective.</R>

### Fundamental Investment Policies

<R>The following is  fundamental, that is, subject to change only by shareholder approval:</R>

<R>Fidelity Equity-Income Fund seeks reasonable income by investing primarily in income-producing equity securities. In pursuing this objective, the fund will also consider the potential for capital appreciation. The fund seeks a yield for its shareholders that exceeds the yield on the securities comprising the S&P 500 Index.</R>

### Shareholder Notice

<R>The following  is subject to change only upon 60 days' prior notice to shareholders:</R>

<R> Fidelity Equity-Income Fund normally invests at least 80% of its assets in equity securities.</R>

## Valuing Shares

The fund is open for business each day the NYSE is open.

<R> NAV is the value of a single share. Fidelity normally calculates  NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern
time. The fund's assets normally are valued as of this time for the purpose of computing NAV. Fidelity calculates NAV separately for each class of
shares of a multiple class fund.</R>

NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business.
The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities
and Exchange Commission (SEC).

To the extent that the fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets
may be affected on those days. In addition, trading in some of the fund's assets may not occur on days when the fund is open for business.

<R>NAV is calculated using the values of other open-end funds, if any, in which the fund invests  (referred to as underlying funds). Shares of
underlying funds are valued at their respective NAVs.  Other assets (as well as assets held by an underlying Fidelity non-money market fund) are
valued primarily on the basis of market quotations, official closing prices, or information furnished by a pricing service. Certain short-term securities are valued on the basis of amortized cost. If market quotations, official closing prices, or information furnished by a pricing service are not
readily available or, in the Adviser's opinion, are deemed unreliable for a security, then that security will be fair valued in good faith by the Adviser
in accordance with applicable fair value pricing policies. For example, if, in the Adviser's opinion, a security's value has been materially affected by
events occurring before a fund's pricing time but after the close of the exchange or market on which the security is principally traded, then that
security will be fair valued in good faith by the Adviser in accordance with applicable fair value pricing policies. Fair value pricing will be used for
high yield debt securities when available pricing information is determined to be stale or for other reasons not to accurately reflect fair value. Assets held by an underlying Fidelity money market fund are valued on the basis of amortized cost.</R>

Prospectus

<R>Arbitrage opportunities may exist when trading in a portfolio security or securities is halted and does not resume before a fund calculates its
NAV. These arbitrage opportunities may enable short-term traders to dilute the NAV of long-term investors. Securities trading in overseas markets
present time zone arbitrage opportunities when events affecting portfolio security values occur after the close of the overseas markets but prior to
the close of the U.S. market. Fair valuation of a fund's portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of  NAV by short-term traders.</R>

<R>Policies  regarding excessive trading may not be effective to prevent short-term NAV arbitrage trading, particularly in regard to omnibus
accounts.</R>

Fair value pricing is based on subjective judgments and it is possible that the fair value of a security may differ materially from the value that
would be realized if the security were sold.

Prospectus

---

# Shareholder Information

## Additional Information about the Purchase and Sale of Shares

<R>As used in this prospectus, the term "shares" generally refers to the shares offered through this prospectus.</R>

### General Information

<R>Certain methods of contacting Fidelity  may be unavailable or delayed (for example, during periods of unusual market activity). In addition,
the level and type of service available may be restricted.</R>

### <R>Frequent Purchases and Redemptions</R>

<R>The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to
represent excessive trading, at any time.</R>

<R>Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as brokerage commissions or spreads paid to dealers who sell money market instruments), disrupting portfolio
management strategies, and diluting the value of the shares in cases in which fluctuations in markets are not fully priced into the fund's
NAV.</R>

<R>The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive trading than those stated in this prospectus.</R>

### Excessive Trading Policy

<R></R>

<R>The Board of Trustees has adopted policies designed to discourage excessive trading of fund shares. Excessive trading activity in a fund is
measured by the number of roundtrip transactions in a shareholder's account and each class of a multiple class fund is treated separately. A roundtrip transaction occurs when a shareholder sells fund shares (including exchanges) within 30 days of the purchase date.</R>

<R>Shareholders with two or more roundtrip transactions in a single fund within a rolling 90-day period will be blocked from making additional
purchases or exchange purchases of the fund for 85 days. Shareholders with four or more roundtrip transactions across all Fidelity funds within any
rolling 12-month period will be blocked for at least 85 days from additional purchases or exchange purchases across all Fidelity funds. Any roundtrip within 12 months of the expiration of a multi-fund block will initiate another multi-fund block. Repeat offenders may be subject to long-term or
permanent blocks on purchase or exchange purchase transactions in any account under the shareholder's control at any time. In addition to enforcing these roundtrip limitations, the fund may in its discretion restrict, reject, or cancel any purchases or exchanges that, in the Adviser's opinion, may be disruptive to the management of the fund or otherwise not be in the fund's interests.</R>

### Exceptions

<R>The following transactions are exempt from the fund's excessive trading policy described above: (i) transactions of $1,000 or less, (ii) systematic withdrawal and/or contribution programs, (iii) mandatory retirement distributions, and (iv) transactions initiated by a plan sponsor or sponsors of certain employee benefit plans or other related accounts. In addition, the fund's excessive trading policy does not apply to transactions initiated by the trustee or adviser to a donor-advised charitable gift fund, qualified fund of fund(s), or other strategy funds. A qualified fund of fund(s)
is a mutual fund, qualified tuition program, or other strategy fund consisting of qualified plan assets that either applies the  fund's excessive trading
policies to shareholders at the fund of fund(s) level, or demonstrates that the fund of fund(s) has an investment strategy coupled with policies
designed to control frequent trading that are reasonably likely to be effective as determined by the fund's Treasurer.</R>

Prospectus

### Omnibus Accounts

Omnibus accounts, in which shares are held in the name of an intermediary on behalf of multiple investors, are a common form of holding shares
among retirement plans and financial intermediaries such as brokers, advisers, and third-party administrators. Individual trades in omnibus accounts are often not disclosed to the fund, making it difficult to determine whether a particular shareholder is engaging in excessive trading. Excessive trading in omnibus accounts is likely to go undetected by the fund and may increase costs to the fund and disrupt its portfolio management.

<R>Under policies adopted by the Board of Trustees, intermediaries will be permitted to apply the fund's excessive trading policy (described
above), or their own excessive trading policy if approved by the Adviser. In these cases, the fund will typically not request or receive individual
account data but will rely on the intermediary to monitor trading activity in good faith in accordance with its or the fund's policies. Reliance on
intermediaries increases the risk that excessive trading may go undetected. For other intermediaries, the fund will generally monitor trading
activity at the omnibus account level to attempt to identify disruptive trades. The fund may request transaction information, as frequently as
daily, from any intermediary at any time, and may apply the fund's policy to transactions that exceed thresholds established by the Board of
Trustees. The fund may prohibit purchases of fund shares by an intermediary or by some or all of any intermediary's clients. There is no assurance that the Adviser will request data with sufficient frequency to detect or deter excessive trading in omnibus accounts effectively.</R>

If you purchase or sell fund shares through a financial intermediary, you may wish to contact the intermediary to determine the policies applicable to your account.

### Retirement Plans

For employer-sponsored retirement plans, only participant directed exchanges count toward the roundtrip limits. Employer-sponsored retirement
plan participants whose activity triggers a purchase or exchange block will be permitted one trade every calendar quarter. In the event of a block,
employer and participant contributions and loan repayments by the participant may still be invested in the fund.

Prospectus

Shareholder Information - continued

### Qualified Wrap Programs

<R>The fund will monitor aggregate trading activity of adviser transactions to attempt to identify excessive trading in qualified wrap programs,
as defined below. Excessive trading by an adviser will lead to fund blocks and the wrap program will lose its qualified status. Transactions of an
adviser will not be matched with client-directed transactions unless the wrap program ceases to be a qualified wrap program (but all client-directed transactions will be subject to the fund's excessive trading policy).</R>

<R> A qualified wrap program is: (i) a program whose adviser certifies that it has investment discretion over $100 million or more in client assets
invested in mutual funds at the time of the certification, (ii) a program in which the adviser directs transactions in the accounts participating in
the program in concert with changes in a model portfolio, and (iii) managed by an adviser who agrees to give the Adviser sufficient information to
permit the Adviser to identify the individual accounts in the wrap program.</R>

### Other Information about the Excessive Trading Policy

<R>The  fund's Treasurer is authorized to suspend the fund's policies during periods of severe market turbulence or national emergency. The
fund reserves the right to modify its policies at any time without prior notice.</R>

The fund does not knowingly accommodate frequent purchases and redemptions of fund shares by investors, except to the extent permitted by the
policies described above.

As described in "Valuing Shares," the fund also uses fair value pricing to help reduce arbitrage opportunities available to short-term traders.
There is no assurance that the fund's excessive trading policy will be effective, or will successfully detect or deter excessive or disruptive trading.

### Buying Shares

<R>The price to buy one share  is its NAV. Class K shares are sold without a sales charge.</R>

<R>Shares  will be bought at the NAV next calculated after an order is received in proper form.</R>

There is no minimum balance or purchase minimum for Class K shares.

<R>Shares  generally are available only to employer-sponsored retirement plans (including profit sharing, 401(k), 403(b), 457(b), and similar
plans) for which Fidelity provides recordkeeping services. Shares may also be available to an employer-sponsored retirement plan whose sponsor is involved in a corporate action with a company that sponsors a plan for which Fidelity provides recordkeeping services, in anticipation of a
transition to the Fidelity recordkeeping platform. Please contact Fidelity for more information about Class K shares.</R>

<R>Shares  generally are not available to retail retirement or non-retirement accounts, traditional and Roth Individual Retirement Accounts
(IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) accounts that are not part of an employer's 403(b)
plan, or qualified tuition programs.</R>

Prospectus

Investors eligible to purchase Class K shares may also be eligible to purchase Fidelity Equity-Income Fund shares, a class of shares of the fund that
is not offered through this prospectus. However, plan participants may purchase only the classes of shares that are eligible for sale and available
through their plan. Each class has different expenses and features, as described in its prospectus. Fidelity Equity-Income Fund shares have higher
expenses than Class K shares.

The fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and
the monies may be withheld.

### Selling Shares

<R>The price to sell one share  is its NAV.</R>

<R>Shares  will be sold at the NAV next calculated after an order is received in proper form. Normally, redemptions will be processed by the
next business day, but it may take up to seven days to pay the redemption proceeds if making immediate payment would adversely affect the
fund.</R>

A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a
signature guarantee in certain circumstances, such as:

- <R>When you wish to sell more than $100,000 worth of shares.</R>
- <R>When the address on your account (record address) has changed within the last 15 days or you are requesting that a check be mailed to
an address different than the record address.</R>
- <R>When you are requesting that redemption proceeds be paid to someone other than the account  owner.</R>
- In certain situations when the redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker (including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

- Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been
received and collected.
- Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the
NYSE is restricted, or as permitted by the SEC.
- <R>Redemption proceeds may be paid in securities or other property rather than in cash if the Adviser determines it is in the best interests of
the fund.</R>

Prospectus

Shareholder Information - continued

- You will not receive interest on amounts represented by uncashed redemption checks.
- Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

<R>To sell shares issued with certificates, call Fidelity for instructions. The fund does not currently issue share certificates.</R>

## Converting Shares

The fund will automatically convert your Fidelity Equity-Income Fund shares, a class of shares of the fund that is not offered through this prospectus, to Class K shares if Class K of the fund is available under your plan.

The fund will convert your Class K shares to Fidelity Equity-Income Fund shares if your plan is no longer eligible to offer Class K. Investors will be
notified in writing before any such conversion to Fidelity Equity-Income Fund shares.

A conversion will be based on the respective NAVs of the two classes, without the imposition of any fees, on the trade date of the conversion. A
conversion between share classes of the same fund is a non-taxable event.

## Exchanging Shares

An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

<R>Shares  may be exchanged into shares of any class of a Fidelity fund available through your plan.</R>

However, you should note the following policies and restrictions governing exchanges:

- The exchange limit may be modified for accounts held by certain institutional retirement plans to conform to plan exchange limits and Department of Labor regulations. See your retirement plan materials for further information.
- <R>The fund may refuse any exchange purchase for any reason. For example, the fund may refuse exchange purchases by any person or group
if, in the Adviser's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies,
or would otherwise potentially be adversely affected.</R>
- <R>Before exchanging into a fund, read its prospectus, including any purchase and sale requirements.</R>
- The fund you are exchanging into must be available for sale in your state.
- If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number (TIN), there
may be additional requirements.
- Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled,
or processed and the proceeds may be withheld.

Prospectus

The fund may terminate or modify exchange privileges in the future.

Other funds may have different exchange restrictions and minimums, and may impose redemption fees of up to 2.00% of the amount exchanged.
Check each fund's prospectus for details.

## Rollover IRAs

Assets from retirement plans may be invested in Fidelity Equity-Income Fund shares, a class of shares of the fund that is not offered through
this prospectus, through an IRA rollover. Class K shares are not available to IRA rollover accounts. Information on Fidelity Equity-Income
Fund shares, including any minimum purchase or balance requirements applicable to IRA rollover accounts, can be found in that class's prospectus. Fidelity Equity-Income Fund shares have higher expenses than Class K shares.

## Account Policies

The following policies apply to you as a shareholder.

Statements that Fidelity sends to you include the following:

- Confirmation statements (after transactions affecting your fund balance except reinvestment of distributions in the fund).
- Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).

<R></R>

You may initiate manytransactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will
request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and
notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

<R>You may also be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under
anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or
as otherwise required under these and other federal regulations. In addition, the fund reserves the right to involuntarily redeem an account in the
case of: (i) actual or suspected threatening conduct or actual or suspected fraudulent, illegal or suspicious activity by the account owner or any
other individual associated with the account; or (ii) the failure of the account owner to provide information to the fund related to opening the
accounts. Your shares will be sold at the NAV minus, if applicable, any short-term redemption fee, calculated on the day Fidelity closes your fund
position.</R>

Prospectus

Shareholder Information - continued

Fidelity may charge afee for certain services, such as providing historical account documents.

## Dividends and Capital Gain Distributions

The fund earns dividends, interest, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain
distributions.

The fund normally pays dividends in April, July, October, and December and pays capital gain distributions in March and December.

<R>Any dividends and capital gain distributions paid to retirement plan participants will be automatically reinvested.</R>

## Tax Consequences

Taxes on distributions. Distributions by the fund to tax-advantaged retirement plan accounts are not taxable currently.

Taxes on transactions. Exchanges within a tax-advantaged retirement plan account will not result in a capital gain or loss for federal tax purposes. Please consult your tax advisor regarding the tax treatment of distributions from a tax-advantaged retirement plan account.

Prospectus

---

# Fund Services

## Fund Management

The fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

<R>The Adviser is the fund's manager. The address of the Adviser and its affiliates, unless otherwise indicated below, is 245 Summer Street,
Boston, Massachusetts 02210.</R>

<R>As of December 31, 2012, the Adviser had approximately $1.0 billion in discretionary assets under management, and approximately $1.67
trillion when combined with all of its affiliates' assets under management.</R>

<R>As the manager, the Adviser has overall responsibility for directing the fund's investments and handling its business affairs.</R>

FMRC serves as a sub-adviser for the fund. FMRC has day-to-day responsibility for choosing investments for the fund.

<R>FMRC is an affiliate of the Adviser. As of December 31, 2012, FMRC had approximately $684.7 billion in discretionary assets under management.</R>

<R>Other investment advisers assist the Adviser with foreign investments:</R>

- <R>Fidelity Management & Research (U.K.) Inc. (FMR U.K.), at 10 Paternoster Square, 4th Floor, London, EC4M 7LS, United Kingdom,
serves as a sub-adviser for the fund. As of December 31, 2012, FMR U.K. had approximately $17.7 billion in discretionary assets under management. FMR U.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund. FMR U.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund. As of December 31, 2012, FMR H.K. had approximately $7.6 billion in discretionary assets under management. FMR H.K.
may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services
for the fund. FMR H.K. is an affiliate of the Adviser.</R>
- <R>Fidelity Management & Research (Japan) Inc. (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo,
Japan, serves as a sub-adviser for the fund. FMR Japan was organized in 2008 to provide investment research and advice on issuers based outside the United States. FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide
investment advisory services for the fund. FMR Japan is an affiliate of the Adviser.</R>

James Morrow is lead portfolio manager of the fund, which he has managed since October 2011. He also manages other funds. Since joining
Fidelity Investments in 1999, Mr. Morrow has worked as a research analyst and portfolio manager.

Adam Kramer is co-manager of the fund, which he has managed since October 2011. He also manages other funds. Since joining Fidelity Investments in 2000, Mr. Kramer has worked as a research analyst, a portfolio assistant, and a portfolio manager.

Prospectus

Ramona Persaud is co-manager of the fund, which she has managed since October 2011. She also manages other funds. Since joining Fidelity
Investments in 2003, Ms. Persaud has worked as a research analyst and portfolio manager.

The statement of additional information (SAI) provides additional information about the compensation of, any other accounts managed by, and
any fund shares held by the portfolio managers.

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market
sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the
views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other
conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

<R>The fund pays a management fee to the Adviser. The management fee is calculated and paid to the Adviser every month. The fee is calculated by adding a group fee rate to an individual fund fee rate, dividing by twelve, and multiplying the result by the fund's average net assets
throughout the month.</R>

<R>The group fee rate is based on the average net assets of all the mutual funds advised by FMR. For this purpose, the average net assets of
any mutual funds previously advised by FMR that currently are advised by Fidelity SelectCo, LLC are included. This rate cannot rise above
0.52%, and it drops as total assets under management increase.</R>

<R>For January 2014, the group fee rate was [__%]. The individual fund fee rate is 0.20%.</R>

<R>The total management fee for the fiscal year ended January 31, 2014, was [__%] of the fund's average net assets. Because the fund's management fee rate may fluctuate, the fund's management fee may be higher or lower in the future.</R>

<R>The Adviser pays FMRC, FMR U.K., FMR H.K., and FMR Japan for providing sub-advisory services.</R>

<R>The basis for the Board of Trustees approving the management contract and sub-advisory agreements for the fund is available in the fund's
semi-annual report for the fiscal period ended July 31, 2013.</R>

<R>From  time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining  the ability to be repaid
if expenses fall below the specified limit prior to the end of the fiscal year.</R>

Reimbursement or waiver arrangements can decrease expenses and boost performance.

Prospectus

Fund Services - continued

<R>[As of [__], approximately ____% of the fund's total outstanding shares was held by FMR and/or another entity or entities of which FMR
LLC is the ultimate parent.]</R>

Prospectus

## Fund Distribution

The fund is composed of multiple classes of shares. All classes of the fund have a common investment objective and investment portfolio.

FDC distributes Class K shares.

<R>Intermediaries  may receive from the Adviser, FDC, and/or their affiliates compensation for providing recordkeeping and administrative services, as well as other retirement plan expenses, and compensation for services intended to result in the sale of Class K shares. These payments are
described in more detail in this section and in the SAI.</R>

<R>Class K has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act) that
recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended to result in the sale of Class K shares and/or shareholder support services.
The Adviser, directly or through FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees of the fund has authorized such payments for Class K shares.</R>

<R>If payments made by the Adviser to FDC or to intermediaries under the Distribution and Service Plan were considered to be paid out of
Class K's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales
charges.</R>

From time to time, FDC may offer special promotional programs to investors who purchase shares of Fidelity funds. For example, FDC may offer
merchandise, discounts, vouchers, or similar items to investors who purchase shares of certain Fidelity funds during certain periods. To determine if you qualify for any such programs, contact Fidelity or visit our web site at www.fidelity.com.

No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those
contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to or to buy shares of the fund from any person to whom it is unlawful to make such
offer.

Prospectus

---

# Appendix

## Financial Highlights

<R>Financial Highlights are intended to help you understand the  financial history of fund shares for the past 5 years (or, if shorter, the period of
operations). Certain information reflects financial results for a single share. The total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in shares (assuming reinvestment of all dividends and distributions). The annual information has been
audited by [Name of Auditor], independent registered public accounting firm, whose report, along with fund financial  statements, is included in
the annual report. Annual reports are available for free upon request.</R>

<R></R>

<R>[FinancialHighlightstobefiledbysubsequentamendment.]</R>

<R></R>

Prospectus

## <R>Additional Index Information</R>

Russell 3000®Value Index is a market capitalization-weighted index designed to measure the performance of the broad value segment of the
U.S. equity market. It includes those Russell 3000 Index companies with lower price-to-book ratios and lower forecasted growth rates.

Prospectus

|IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
(USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For individual investors opening an account:When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify
you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.
For investors other than individuals:When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may
be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide
documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

You can obtain additional information about the fund. A description of the fund's policies and procedures for disclosing its holdings is available in its SAI and on Fidelity's web sites. The SAI
also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund's annual and
semi-annual reports also include additional information. The fund's annual report includes a discussion of the fund's holdings and recent market conditions and the fund's investment
strategies that affected performance.

For a free copy of any of these documents or to request other information or ask questions about the fund, call Fidelity at 1-800-835-5092. In addition, existing investors may visit the
web site at www.401k.com for a free copy of a prospectus, SAI, or annual or semi-annual report or to request other information.

|The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web
site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C.
Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
Investment Company Act of 1940, File Number, 811-01352
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

FDC is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at
202-371-8300.

<R>Fidelity and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2014 FMR LLC. All rights reserved.</R>

The third-party marks appearing above are the marks of their respective owners.

<R>1.863279.107-a	EQU-K-PRO-0314</R>

Fidelity®Equity-Income Fund

Class K (FEIKX)

A Fund of Fidelity Devonshire Trust

STATEMENT OF ADDITIONAL INFORMATION

<R>April 1, 2014</R>

This statement of additional information (SAI) is not a prospectus. Portions of the fund's annual report are
incorporated herein. The annual report is supplied with this SAI.

<R>To obtain a free additional copy of the prospectus or SAI, dated April 1, 2014, or an annual report, please
call Fidelity at 1-800-835-5092 or visit Fidelity's web site at www.401k.com.</R>

<R></R>

bmh581492

<R>EQU-K-PTB-0314
1.863280.107-a</R>

TABLE OF CONTENTS

|                                            | PAGE            
|------------------------------------------- | ----------------
|Investment Policies and Limitations         | (Click
Here)    
|Portfolio Transactions                      | (Click
Here)    
|Valuation                                   | (Click
Here)    
|Buying, Selling, and Exchanging Information | (Click
Here)    
|Distributions and Taxes                     | (Click
Here)    
|Trustees and Officers                       | (Click
Here)    
|Control of Investment Advisers              | (Click
Here)    
|Management Contract                         | (Click
Here)    
|<R>Proxy Voting Guidelines                  | (Click
Here)</R>
|<R>Distribution Services                    | (Click
Here)</R>
|<R>Transfer and Service Agent Agreements    | (Click
Here)</R>
|<R>Description of the Trust                 | (Click
Here)</R>
|<R>Fund Holdings Information                | (Click
Here)</R>
|<R>Financial Statements                     | (Click
Here)</R>
|<R>Appendix                                 | (Click
Here)</R>

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of the fund's assets that may be invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such
security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.

The fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.

The following are the fund's fundamental investment limitations set forth in their entirety.

Diversification

The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.

Senior Securities

The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.

Borrowing

The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

Underwriting

The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.

Concentration

The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements
collateralized by U.S. Government securities, Fidelity Management & Research Company (FMR) looks through to the U.S. Government securities.

For purposes of the fund's concentration limitation discussed above, with respect to any investment in Fidelity® Money Market
Central Fund and/or any non-money market central fund, FMR looks through to the holdings of the central fund.

For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer
and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification provider used by FMR does not assign a classification.

Real Estate

The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate
business).

Commodities

The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but
this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments
backed by physical commodities).

Loans

The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.

Pooled Funds

The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management & Research Company or an affiliate or successor with substantially the same fundamental investment objective, policies, and limitations as the fund.

The following investment limitations are not fundamental and may be changed without shareholder approval.

Short Sales

The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.

Margin Purchases

The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.

Borrowing

The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated
as borrowings for purposes of the fundamental borrowing investment limitation).

Illiquid Securities

The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which they are valued.

For purposes of the fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

Loans

The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the
fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) assuming
any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of
debt instruments.)

Pooled Funds

The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.

In addition to the fund's fundamental and non-fundamental investment limitations discussed above:

<R>For the fund's limitations on futures and options transactions, see the section entitled "Futures, Options, and Swaps" on page (Click
Here).</R>

The following pages contain more detailed information about types of instruments in which the fund may invest, techniques the fund's
adviser (or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. The fund's adviser (or a
sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its
goal. However, the fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do
so might benefit the fund.

On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "an
adviser" or "the adviser" may relate to the fund's adviser or a sub-adviser, as applicable.

Affiliated Bank Transactions. A Fidelity fund may engage in transactions with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government
securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.

Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including
changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to
prepayment risk.

Borrowing. If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be considered a form of leverage.

Cash Management. A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase
agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only) shares of Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.

Central Funds are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients. Central
funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs related
to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the
portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those funds.

<R>Commodity Futures Trading Commission (CFTC) Notice of Exclusion. The trust, on behalf of the Fidelity fund to which this SAI
relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to the fund's
operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO. However, the CFTC
has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to
regulation by the CFTC. As of the date of this SAI, the adviser does not expect to register as a CPO of the fund. However, there is no certainty
that a fund or its adviser will be able to rely on an exclusion in the future as the fund's investments change over time. A fund may determine not
to use investment strategies that trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. If a
fund or its adviser operates subject to CFTC regulation, it may incur additional expenses.</R>

Common Stock represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock, although related proceedings can take time to resolve and results can be unpredictable.

Convertible Securities are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer)
into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may
also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a third party.

Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be received upon
conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in
the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will
tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types
of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for
loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same
extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality
securities.

Exchange Traded Funds (ETFs) are shares of other investment companies, commodity pools, or other entities that are traded on an exchange. Typically, assets underlying the ETF shares are stocks, though they may also be commodities or other instruments. An ETF may seek
to replicate the performance of a specified index or may be actively managed.

Typically, ETF shares are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse
ETFs (also called "short ETFs" or "bear ETFs"), ETF shares are expected to increase in value as the value of the underlying benchmark decreases. Inverse ETFs seek to deliver the opposite of the performance of the benchmark they track and are often marketed as a way for investors
to profit from, or at least hedge their exposure to, downward moving markets. Investments in inverse ETFs are similar to holding short positions in the underlying benchmark.

ETF shares are redeemable only in large blocks (typically, 50,000 shares) often called "creation units" by persons other than a fund, and are
redeemed principally in-kind at each day's next calculated net asset value per share (NAV). ETFs typically incur fees that are separate from
those fees incurred directly by a fund. A fund's purchase of ETFs results in the layering of expenses, such that the fund would indirectly bear a
proportionate share of any ETF's operating expenses. Further, while traditional investment companies are continuously offered at NAV, ETFs
are traded in the secondary market (e.g., on a stock exchange) on an intra-day basis at prices that may be above or below the value of their
underlying portfolios.

Some of the risks of investing in an ETF that tracks an index are similar to those of investing in an indexed mutual fund, including tracking
error risk (the risk of errors in matching the ETF's underlying assets to the index or other benchmark); and the risk that because an ETF is not
actively managed, it cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Other ETF risks include
the risk that ETFs may trade in the secondary market at a discount from their NAV and the risk that the ETFs may not be liquid. ETFs also may
be leveraged. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they track and use derivatives in an
effort to amplify the returns (or decline, in the case of inverse ETFs) of the underlying index or benchmark. While leveraged ETFs may offer
the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater. Most leveraged and inverse
ETFs "reset" daily, meaning they are designed to achieve their stated objectives on a daily basis. Leveraged and inverse ETFs can deviate
substantially from the performance of their underlying benchmark over longer periods of time, particularly in volatile periods.

Exchange Traded Notes (ETNs) are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines aspects of both bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset minus fees and
expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held
until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or other reference asset to
which the ETN is linked minus certain fees. Unlike regular bonds, ETNs typically do not make periodic interest payments and principal typically is not protected.

<R>ETNs also incur certain expenses not incurred by their applicable index. The market value of an ETN is determined by supply and
demand, the current performance of the index or other reference asset, and the credit rating of the ETN issuer. The market value of ETN shares
may differ from their intraday indicative value. The value of an ETN may also change due to a change in the issuer's credit rating. As a result,
there may be times when an ETN's share trades at a premium or discount to its NAV. Some ETNs that use leverage in an effort to amplify the
returns of an underlying index or other reference asset can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a
fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are
greater.</R>

Exposure to Foreign and Emerging Markets. Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.

<R>Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or
adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate
assets or convert currency into U.S. dollars, or other government intervention. From time to time, a fund's adviser and/or its affiliates may
determine that, as a result of regulatory requirements that may apply to the adviser and/or its affiliates due to investments in a particular country,
investments in the securities of issuers domiciled or listed on trading markets in that country above certain thresholds (which may apply at the
account level or in the aggregate across all accounts managed by the adviser and its affiliates) may be impractical or undesirable. In such
instances, the adviser may limit or exclude investment in a particular issuer, and investment flexibility may be restricted. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that a fund's adviser will be able to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.</R>

It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S.
issuers. Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be
released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased investment or valuation
risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or
foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than with U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform accounting,
auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a
timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies
than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal
rights in foreign countries.

Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such
restrictions.

American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to
many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and
economic risks of the underlying issuer's country.

The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and
economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks of nationalization
of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights
than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making
prompt liquidation of holdings difficult or impossible at times.

Foreign Currency Transactions. A fund may conduct foreign currency transactions on a spot (i.e., cash) or forward basis (i.e., by entering
into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer
may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to
the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate
on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange.

The following discussion summarizes the principal currency management strategies involving forward contracts that could be used by a
fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same
purposes. Forward contracts not calling for physical delivery of the underlying instrument will be settled through cash payments rather than
through delivery of the underlying currency. All of these instruments and transactions are subject to the risk that the counterparty will default.

A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the
date a security denominated in a foreign currency is purchased or sold and the date on which payment is made or received. Entering into a
forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of
U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used to protect a
fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet
been selected.

A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in a foreign currency.
For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge," would tend
to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A fund could
also attempt to hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency exposure
as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform similarly to the
currency in which the hedged securities are denominated.

A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure
from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a
"cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased,
much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. A fund may
cross-hedge its U.S. dollar exposure in order to achieve a representative weighted mix of the major currencies in its benchmark index and/or to
cover an underweight country or region exposure in its portfolio. Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it purchases.

Successful use of currency management strategies will depend on an adviser's skill in analyzing currency values. Currency management
strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to a fund if
currencies do not perform as an adviser anticipates. For example, if a currency's value rose at a time when a fund had hedged its position by
selling that currency in exchange for dollars, the fund would not participate in the currency's appreciation. If a fund hedges currency exposure
through proxy hedges, the fund could realize currency losses from both the hedge and the security position if the two currencies do not move in
tandem. Similarly, if a fund increases its exposure to a foreign currency and that currency's value declines, the fund will realize a loss. Foreign
currency transactions involve the risk that anticipated currency movements will not be accurately predicted and that a fund's hedging strategies
will be ineffective. Moreover, it is impossible to precisely forecast the market value of portfolio securities at the expiration of a foreign currency
forward contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expenses of such
transaction), if an adviser's predictions regarding the movement of foreign currency or securities markets prove inaccurate.

A fund may be required to limit its hedging transactions in foreign currency forwards, futures, and options in order to maintain its classification as a "regulated investment company" under the Internal Revenue Code (Code). Hedging transactions could result in the application of the
mark-to-market provisions of the Code, which may cause an increase (or decrease) in the amount of taxable dividends paid by a fund and could
affect whether dividends paid by a fund are classified as capital gains or ordinary income. A fund will cover its exposure to foreign currency
transactions with liquid assets in compliance with applicable requirements. There is no assurance that an adviser's use of currency management strategies will be advantageous to a fund or that it will employ currency management strategies at appropriate times.

Options and Futures Relating to Foreign Currencies. Currency futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most
currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains
the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.

The uses and risks of currency options and futures are similar to options and futures relating to securities or indexes, as discussed below. A
fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different
foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or forward
contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the
value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in the Yen, but will not
protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over time.

Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of the fund to reduce
foreign currency risk using such options.

Fund's Rights as an Investor. Fidelity funds do not intend to direct or administer the day-to-day operations of any company. A fund may,
however, exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to a company's management, board of directors, and shareholders, and holders of a company's other securities when such matters could have a significant effect on the
value of the fund's investment in the company. The activities in which a fund may engage, either individually or in conjunction with others,
may include, among others, supporting or opposing proposed changes in a company's corporate structure or business activities; seeking
changes in a company's directors or management; seeking changes in a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting the filing of a bankruptcy petition; or
foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to litigation and it is possible that a fund could
be involved in lawsuits related to such activities. Such activities will be monitored with a view to mitigating, to the extent possible, the risk of
litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation
against a fund will not be undertaken or liabilities incurred. The fund's proxy voting guidelines are included in this SAI.

Futures, Options, and Swaps. The success of any strategy involving futures, options, and swaps depends on an adviser's analysis of many
economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its
portfolio securities and its investment performance could be primarily dependent upon securities it does not own.

Fidelity® Equity-Income Fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more than 25% of
the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write put options if,
as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would exceed 25% of
its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or traded
together with their underlying securities, and do not apply to structured notes.

The limitations on the fund's investments in futures contracts, options, and swaps, and the fund's policies regarding futures contracts, options, and swaps may be changed as regulatory agencies permit.

The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures, options
on futures, and forward contracts.

Futures Contracts. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the
contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities or
commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign indexes for funds that seek foreign exposure). Futures on indexes and futures not calling for physical delivery of the underlying instrument will
be settled through cash payments rather than through delivery of the underlying instrument. Futures can be held until their delivery dates, or can
be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by
closing out its futures contracts.

The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it
had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to
move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend to offset both positive
and negative market price changes, much as if the underlying instrument had been sold.

The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying instrument
or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. If
the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in
value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in a fund's
NAV. The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not represent a borrowing or loan by a
fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the fund's contract expired. In the event
of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in
proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is also required to segregate
liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin and variation margin, if any.

Although futures exchanges generally operate similarly in the United States and abroad, foreign futures exchanges may follow trading,
settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United States may not
involve a clearing mechanism or related guarantees and may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member, or other party that may owe initial or variation margin to a fund.
Because initial and variation margin payments may be measured in foreign currency, a futures contract traded outside the United States may
also involve the risk of foreign currency fluctuation.

There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily
price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a
given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into
new positions or close out existing positions. The daily limit governs only price movements during a particular trading day and therefore does
not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of
positions and subjecting some holders of futures contracts to substantial losses.

If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of
unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its
value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may be heightened for
commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments such as stocks and
bonds.

Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not
track the performance of the fund's other investments.

Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in
how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures
contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that
are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated
with the purchase of the physical commodity.

Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to
the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such futures contracts,
the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the
anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the
markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.

Options. By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options
have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or
commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange or OTC. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the
purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike
price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or may be
settled through cash payments. A purchaser may also terminate a put option position by closing it out in the secondary market at its current
price, if a liquid secondary market exists.

The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium, plus related transaction costs).

The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right (but
not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls.
At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost of the
option.

The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium,
the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses
to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while
the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin
payments to an FCM as described above for futures contracts.

If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of
the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it
should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would expect to suffer a loss. This
loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.

Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as
applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put
options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a
call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying
instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.

Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close out
the put or call option on the secondary market may move more or less than the price of the related security.

There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively low
trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward
more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be
impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits
or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position
until delivery or expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options positions could
also be impaired.

Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike
price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the
option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options
generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the
exchanges where they are traded.

Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on
the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to
reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to open and close out.

A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap gives a
party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a
specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a
greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap. When a fund purchases
an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However,
when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying
agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the
underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on
the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."

Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not
track the performance of the fund's other investments.

Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in
how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or
sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate
for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are
not offset by gains in other investments.

<R>Swap Agreements. Swap Agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are
transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a
central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or more
payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or
instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be exchanged between
the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed.</R>

<R>Swap agreements can take many different forms and are known by a variety of names. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements
are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price. Certain standardized
swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a clearinghouse and by a clearing
member FCM may be in excess of the collateral required to be posted by a fund to support its obligations under a similar uncleared swap. It is
expected, however, that regulators will adopt rules imposing certain margin requirements, including minimums, on uncleared swaps in the
near future, which could reduce the distinction.</R>

<R>A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the
market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof)
during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an
interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use total
return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.</R>

In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection
seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified
credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference
entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an
unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets
without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.

Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement
calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller, the
fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a fund is the
credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller.

If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially
resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap agreements
only with counterparties that meet certain standards of creditworthiness.

A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a
swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited
temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the
counterparty.

Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A fund
bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic
factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio
investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment,
which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also
reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex
and often valued subjectively.

<R>Hybrid and Preferred Securities. A hybrid security may be a debt security, warrant, convertible security, certificate of deposit or
other evidence of indebtedness on which the value of the interest on or principal of which is determined by reference to changes in the value of a
reference instrument or financial strength of a reference entity (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, index, or business entity such as a financial institution). Preferred securities may take the form of preferred stock and represent an
equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of
dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds generally take precedence over the claims
of those who own preferred and common stock.</R>

<R>The risks of investing in hybrid and preferred securities reflect a combination of the risks of investing in securities, options, futures and
currencies. An investment in a hybrid or preferred security may entail significant risks that are not associated with a similar investment in a
traditional debt or equity security. The risks of a particular hybrid or preferred security will depend upon the terms of the instrument, but may
include the possibility of significant changes in the value of any applicable reference instrument. Such risks may depend upon factors unrelated
to the operations or credit quality of the issuer of the hybrid or preferred security. Hybrid and preferred securities are potentially more volatile
and carry greater market and liquidity risks than traditional debt or equity securities. Also, the price of the hybrid or preferred security and any
applicable reference instrument may not move in the same direction or at the same time. In addition, because hybrid and preferred securities
may be traded over-the-counter or in bilateral transactions with the issuer of the security, hybrid and preferred securities may be subject to the
creditworthiness of the counterparty of the security and their values may decline substantially if the counterparty's creditworthiness deteriorates. In addition, uncertainty regarding the tax and regulatory treatment of hybrid and preferred securities may reduce demand for such securities and tax and regulatory considerations may limit the extent of a fund's investments in certain hybrid and preferred securities.</R>

Illiquid Securities cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may be costly to a fund.

Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and, through
reports from the fund's adviser, the Board monitors investments in illiquid securities.

Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades
and quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the
nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for
transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time
required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).

Increasing Government Debt. The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.

A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able
to make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies,
and can prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.

On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to
"AA+" from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+,"
there is no guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings
Services stated that its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings Services decisions to downgrade the long-term sovereign credit rating of the United States.

Indexed Securities are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by
reference to a specific instrument, statistic, or measure.

Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as well
as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the indexes.

Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of
direct ownership.

Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed,
and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and
certain U.S. Government agencies.

Insolvency of Issuers, Counterparties, and Intermediaries.Issuers of fund portfolio securities or counterparties to fund transactions that
become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased
illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets,
where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy laws differ
from those of the U.S.

As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities and
the results of related proceedings can be unpredictable.

If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights against the
counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate
a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending transactions. If an intermediary
becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also
take time to resolve, which may result in illiquid positions.

Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates. A Fidelity fund will borrow through the program only when the costs are
equal to or lower than the costs of bank loans. A Fidelity fund will lend through the program only when the returns are higher than those
available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A Fidelity fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional
borrowing costs.

Investment-Grade Debt Securities. Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security
interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess
speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated but considered to be of equivalent
quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade debt security, an adviser may take into
account normal settlement periods.

<R>Investments by Funds of Funds or Other Large Shareholders.Certain Fidelity funds and accounts (including funds of funds) invest in other funds and may at times have substantial investments in one or more other funds.</R>

A fund may experience large redemptions or investments due to transactions in fund shares by funds of funds, other large shareholders, or
similarly managed accounts. While it is impossible to predict the overall effect of these transactions over time, there could be an adverse impact
on a fund's performance. In the event of such redemptions or investments, a fund could be required to sell securities or to invest cash at a time
when it may not otherwise desire to do so. Such transactions may increase a fund's brokerage and/or other transaction costs and affect the
liquidity of a fund's portfolio. In addition, when funds of funds or other investors own a substantial portion of a fund's shares, a large redemption by such an investor could cause actual expenses to increase, or could result in the fund's current expenses being allocated over a smaller
asset base, leading to an increase in the fund's expense ratio. Redemptions of fund shares could also accelerate the realization of taxable capital
gains in the fund if sales of securities result in capital gains. The impact of these transactions is likely to be greater when a fund of funds or other
significant investor purchases, redeems, or owns a substantial portion of the fund's shares.

When possible, Fidelity will consider how to minimize these potential adverse effects, and may take such actions as it deems appropriate to
address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions over a period of
time, although there can be no assurance that such actions will be successful. A high volume of redemption requests can impact a fund the same
way as the transactions of a single shareholder with substantial investments.

Loans and Other Direct Debt Instruments. Direct debt instruments are interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables),
or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower
on demand. A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation
from a lender or other purchaser of a participation.

Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for
payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled
interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a
small fraction of the amount owed. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for
the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.

Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve
additional risks. For example, if a loan is foreclosed, the lender/purchaser could become part owner of any collateral, and would bear the costs
and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender
liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or
other intermediary.

A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the
borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the
benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and
delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.

Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate lenders/purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a lender/purchaser to increase
its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the
amount will ever be repaid.

For a Fidelity fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the fund
generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank
or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may
restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different companies and industries.

Lower-Quality Debt Securities. Lower-quality debt securities include all types of debt instruments that have poor protection with respect
to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve
greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may
fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may
follow periods of rising interest rates.

The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality
debt securities and the ability of outside pricing services to value lower-quality debt securities.

Because the risk of default is higher for lower-quality debt securities, research and credit analysis are an especially important part of managing securities of this type. Such analysis may focus on relative values based on factors such as interest or dividend coverage, asset coverage,
earnings prospects, and the experience and managerial strength of the issuer, in an attempt to identify those issuers of high-yielding securities
whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future.

A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.

Mortgage Securities are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a
range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical
bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties.
Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual
securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by
the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.

Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie
Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae
and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by
the full faith and credit of the U.S. Government.

The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition,
regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer
higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage
securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response
to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current
interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on
underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in
interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in
interest rates than those of non-stripped mortgage securities.

A fund may seek to earn additional income by using a trading strategy (commonly known as "mortgage dollar rolls" or "reverse mortgage
dollar rolls") that involves selling (or buying) mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase (or sell)
mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund
will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that
are permissible investments for the fund. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a
fund's right to repurchase or sell securities may be limited. This trading strategy may increase interest rate exposure and result in an increased
portfolio turnover rate which increases costs and may increase taxable gains.

<R></R>

Real Estate Investment Trusts. Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts
make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the
environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code
and failing to maintain exemption from the 1940 Act.

Reforms and Government Intervention in the Financial Markets. Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S.
Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments
of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are
uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that
affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may
also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in
certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments.

The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by
increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or
foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.

Repurchase Agreements involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of
the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate
account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The
value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition,
delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its
right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.

Restricted Securities are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities
Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.

Reverse Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may
increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.

Securities Lending. A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.

Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the ability to obtain
the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to
return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned
or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities
loaned, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below
the value of the replacement investment by the time the replacement investment is purchased. For a Fidelity fund, loans will be made only to
parties deemed by the fund's adviser to be in good standing and when, in the adviser's judgment, the income earned would justify the risks.

Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund.
Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.

<R>Securities of Other Investment Companies,including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio
management fees and operating expenses. Fees and expenses incurred indirectly by a fund as a result of its investment in shares of one or
more other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a separate line item in a
fund's prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment
companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a
premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.</R>

The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in such
securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of such
securities and the possibility that the fund's long-term returns on such securities will be diminished.

The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.

Short Sales. Stocks underlying a fund's convertible security holdings can be sold short. For example, if a fund's adviser anticipates a decline in the price of the stock underlying a convertible security held by the fund, it may sell the stock short. If the stock price subsequently
declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of the convertible security. Fidelity funds that employ this strategy generally intend to hedge no more than 15% of total assets with short sales on equity
securities underlying convertible security holdings under normal circumstances.

A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs, including
interest expenses, in connection with opening, maintaining, and closing short sales.

Structured Securities (also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined
by an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to changes in
the value of a reference instrument (e.g., a security or other financial instrument, asset, currency, interest rate, commodity, or index) or the
relative change in two or more reference instruments. A structured security may be positively, negatively, or both positively and negatively
indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or
interest rate may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable
with respect to, or the interest rate of, a structured security may be calculated as a multiple of the percentage change (positive or negative) in the
value of the underlying reference instrument(s); therefore, the value of such structured security may be very volatile. Structured securities may
entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional
debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterparty's creditworthiness deteriorates.

Temporary Defensive Policies.

Fidelity Equity-Income Fund reserves the right to invest without limitation in preferred stocks and investment-grade debt instruments for
temporary, defensive purposes.

Transfer Agent Bank Accounts. Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.

If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the fund when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any
balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are
investment risks of the fund. The fund faces the risk of loss of these balances if the bank becomes insolvent.

Warrants. Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be
more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.

Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the
assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants
more speculative than other types of investments.

Zero Coupon Bonds do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase
price and its face value is considered income.

PORTFOLIO TRANSACTIONS

Orders for the purchase or sale of portfolio securities are placed on behalf of the fund by FMR pursuant to authority contained in the management contract. To the extent that FMR grants investment management authority to a sub-adviser (see the section entitled "Management
Contract"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with
the policies described in this section.

FMR or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.

The fund will not incur any commissions or sales charges when it invests in shares of open-end investment companies (including any underlying central funds), but it may incur such costs when it invests directly in other types of securities.

Purchases and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their
services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities
traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in
both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network
(ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.

Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although
there is no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes
the disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the
spread between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in
underwritten fixed price offerings.

The Trustees of the fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio securities transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods of time to
determine if it was reasonable in relation to the benefits to the fund.

FMR.

The Selection of Securities Brokers and Dealers

FMR or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMR, to execute the fund's portfolio securities
transactions, FMR or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMR's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMR or its affiliates may
choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMR or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMR or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMR or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FMR or its
affiliates also may select a broker that charges more than the lowest available commission rate available from another broker. FMR or its
affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to
a second broker where a client does not permit trading with an affiliate of FMR or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection
of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMR or its affiliates may choose to
execute futures transactions electronically.

FMR may enter into trading services agreements with its affiliates to facilitate transactions in non-United States markets.

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMR) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and
research products and services supplement FMR's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMR or its affiliates do not use fund commissions to pay for products or services that do not
qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMR. FMR's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FMR or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services that FMR or its affiliates receive are furnished by brokers on their own initiative,
either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services
may be provided at no additional cost to FMR or its affiliates or have no explicit cost associated with them. In addition, FMR or its affiliates
may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may
be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.

FMR's Decision-Making Process. In connection with the allocation of fund brokerage, FMR or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMR or its affiliates, viewed in terms of the particular transaction for the fund or FMR's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMR or its affiliates have investment discretion; however,
each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While FMR or its
affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether
compensation paid is reasonable, neither FMR, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to pay for any
brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these
brokerage and research products and services assist FMR or its affiliates in terms of their overall investment responsibilities to the fund or any
other investment companies and investment accounts for which FMR or its affiliates have investment discretion. Certain funds or investment
accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.

Research Contracts. FMR or its affiliates have arrangements with certain third-party research providers and brokers through whom FMR
or its affiliates effect fund trades, whereby FMR or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMR or its affiliates may
still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research products and
services to FMR or its affiliates, or that may be available from another broker. FMR or its affiliates view hard dollar payments for research
products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar arrangements the
commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMR's or its affiliates' determination to
pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's or its affiliates'
part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMR or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements
with FMR or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund to
offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMR or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS), with whom they are under
common control, provided FMR or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms. In addition, FMR or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

FMR Co., Inc. (FMRC).

The Selection of Securities Brokers and Dealers

FMRC or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place the
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMRC, to execute the fund's portfolio securities
transactions, FMRC or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMRC's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMRC or its affiliates
may choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMRC or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.

The trading desks through which FMRC or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
fund based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.

In seeking best qualitative execution for portfolio securities transactions, FMRC or its affiliates may select a broker that uses a trading
method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate.
FMRC or its affiliates also may select a broker that charges more than the lowest available commission rate available from another broker.
FMRC or its affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related
commissions to a second broker where a client does not permit trading with an affiliate of FMRC or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMRC or its
affiliates may choose to execute futures transactions electronically.

<R>FMRC may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets</R>

The Acquisition of Brokerage and Research Products and Services

Brokers (who are not affiliates of FMRC) that execute transactions for the fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMRC or its
affiliates.

Research Products and Services. These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMRC or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FMRC's or its affiliates' own research activities in providing investment advice to the fund.

Execution Services. In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).

Mixed-Use Products and Services. Although FMRC or its affiliates do not use fund commissions to pay for products or services that do
not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMRC's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMRC or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").

Benefit to FMRC. FMRC's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage
and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their
own resources. To minimize the potential for conflicts of interest, the trading desks through which FMRC or its affiliates may execute trades
are instructed to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage
and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is
managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the brokerage and research products and services that FMRC or its affiliates receive are furnished by brokers on their own
initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or
services may be provided at no additional cost to FMRC or its affiliates or have no explicit cost associated with them. In addition, FMRC or its
affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or
services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall
services.

FMRC's Decision-Making Process. In connection with the allocation of fund brokerage, FMRC or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMRC or its affiliates, viewed in terms of the particular transaction for the fund or FMRC's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMRC or its affiliates have investment discretion;
however, each brokerage and research product or service received in connection with the fund's brokerage may not benefit the fund. While
FMRC or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining
whether compensation paid is reasonable, neither FMRC, its affiliates, nor the fund incur an obligation to any broker, dealer, or third party to
pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise.
Typically, these brokerage and research products and services assist FMRC or its affiliates in terms of their overall investment responsibilities
to the fund or any other investment companies and investment accounts for which FMRC or its affiliates have investment discretion. Certain
funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit
other funds or accounts managed by FMRC or its affiliates.

Research Contracts. FMRC or its affiliates have arrangements with certain third-party research providers and brokers through whom
FMRC or its affiliates effect fund trades, whereby FMRC or its affiliates may pay with fund commissions or hard dollars for all or a portion of
the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMRC or its
affiliates may still cause the fund to pay more for execution than the lowest commission rate available from the broker providing research
products and services to FMRC or its affiliates, or that may be available from another broker. FMRC or its affiliates view hard dollar payments
for research products and services as likely to reduce the fund's total commission costs even though it is expected that in such hard dollar
arrangements the commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMRC's or its affiliates' determination to pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on
FMRC's or its affiliates' part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.

Commission Recapture

FMRC or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMRC) who have entered into arrangements
with FMRC or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund
to offset that fund's expenses. Not all brokers with whom the fund trades have been asked to participate in brokerage commission recapture.

Affiliated Transactions

FMRC or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided FMRC
or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of non-affiliated, qualified brokerage
firms. In addition, FMRC or its affiliates may place trades with brokers that use NFS as a clearing agent.

The Trustees of the fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund could purchase in the
underwritings.

Non-U.S. Securities Transactions

To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.

Trade Allocation

<R>Although the Trustees and officers of the fund are substantially the same as those of certain other Fidelity funds,  investment decisions
for the fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the
prices and amounts are allocated in accordance with procedures believed by FMRC to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices for the fund.

Commissions Paid

A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The
amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.

<R>For the fiscal periods ended January 31, 2014 and 2013, the fund's portfolio turnover rates were [___% and ___%, respectively]. Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or changes in
FMR's investment outlook.</R>

<R>[During the fiscal year ended January 31, 2014, the fund held securities issued by one or more of its regular brokers or dealers or a
parent company of its regular brokers or dealers. The following table shows the aggregate value of the securities of the regular broker or dealer
or parent company held by the fund as of the fiscal year ended January 31, 2014.]</R>

|Fund                           | Regular Broker or Dealer           | Aggregate Value ofSecurities Held
|------------------------------ | ---------------------------------- | ---------------------------------
|<R>Fidelity Equity-Income Fund | [Name of Regular Broker or Dealer] | $	</R>                           
|<R>                            | [Name of Regular Broker or Dealer] | $	</R>                           
|<R>                            |                                    | </R>                             
|<R>                            |                                    | </R>                             
|<R>                            |                                    | </R>                             
|<R>                            |                                    | </R>                             
|<R>                            |                                    | </R>                             

<R>[For the fiscal year ended January 31, 2014, the fund paid no brokerage commissions.]</R>

<R>[The following table shows the total amount of brokerage commissions paid by the fund, comprising commissions paid on securities
and/or futures transactions, as applicable, for the fiscal years ended January 31, 2014, 2013, and 2012. The total amount of brokerage commissions paid is stated as a dollar amount and a percentage of the fund's average net assets.]</R>

|Fiscal Year
EndedJanuary 31 |  | DollarAmount | Percentage of
AverageNet Assets
|--------------------------- |  | ------------ | -------------------------------
|<R>2014                     |  | $            | %</R>                          
|<R>2013                     |  | $            | %</R>                          
|<R>2012                     |  | $            | %</R>                          

<R>[During the fiscal years ended January 31, 2014, 2013, and 2012, the fund paid brokerage commissions of [$_____, $_____, and
$_____], respectively, to NFS. NFS is paid on a commission basis. [During the fiscal year ended January 31, 2014, this amounted to approximately __% of the aggregate brokerage commissions paid by the fund for transactions involving approximately __% of the aggregate dollar
amount of transactions for which the fund paid brokerage commissions. [The difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS is a result of the low commission
rates charged by NFS.] [The difference between the percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low price of certain securities.]]] [The difference between the
percentage of aggregate brokerage commissions paid to, and the percentage of the aggregate dollar amount of transactions effected through,
NFS reflects the relatively low price of certain securities. The difference between the percentage of aggregate brokerage commissions paid
to, and the percentage of the aggregate dollar amount of transactions effected through, NFS reflects the relatively low rate of commissions
paid on futures transactions.]</R>

<R>[During the fiscal year ended January 31, 2014, the fund paid $_ in brokerage commissions to firms that may have provided research or
brokerage services involving approximately $_ of transactions.] [During the fiscal year ended January 31, 2014, the fund paid no brokerage
commissions to firms for providing research or brokerage services.] [For the twelve-month period ended December 31, 2013, [$_] of the
fund's brokerage commissions were allocated for research or brokerage services.] [During the twelve-month period ended December 31,
2013, the fund did not allocate brokerage commissions to firms for providing research or brokerage services.]</R>

VALUATION

<R> NAV is the value of a single share. NAV is computed by adding a class's pro rata share of the value of a fund's investments, cash, and
other assets, subtracting the class's pro rata share of the fund's liabilities, subtracting the liabilities allocated to the class, and dividing the result
by the number of shares of that class that are outstanding.</R>

The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation oversight responsibilities to FMR.
FMR has established the FMR Fair Value Committee (FMR Committee) to fulfill these oversight responsibilities.

<R>Shares of open-end investment companies (including any underlying central funds) held by a fund are valued at their respective NAVs.
If an underlying fund's NAV is unavailable, shares of that underlying fund will be fair valued in good faith by the FMR Committee in accordance
with applicable fair value pricing policies.</R>

<R>Portfolio securities and assets held by an underlying money market central fund are valued on the basis of amortized cost. Generally,
other portfolio securities and assets held by a fund, as well as portfolio securities and assets held by an underlying non-money market central
fund, are valued as follows:</R>

Most equity securities are valued at the official closing price or the last reported sale price or, if no sale has occurred, at the last quoted bid
price on the primary market or exchange on which they are traded.

Debt securities and other assets for which market quotations are readily available may be valued at market values in the principal market in
which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities
may be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques.

Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing
service are not readily available are valued at amortized cost, which approximates current value.

Futures contracts are valued at the settlement or closing price. Options are valued at their market quotations, if available. Swaps are valued
daily using quotations received from independent pricing services or recognized dealers.

Prices described above are obtained from pricing services that have been approved by the Board of Trustees. A number of pricing services
are available and the funds may use more than one of these services. The funds may also discontinue the use of any pricing service at any time.
FMR engages in oversight activities with respect to the fund's pricing services, which includes, among other things, testing the prices provided
by pricing services prior to calculation of a fund's NAV, conducting periodic due diligence meetings, and periodically reviewing the methodologies and inputs used by these services.

Foreign securities and instruments are valued in their local currency following the methodologies described above. Foreign securities,
instruments and currencies are translated to U.S. dollars, based on foreign currency exchange rate quotations supplied by a pricing service as of
the close of the New York Stock Exchange (NYSE), which uses a proprietary model to determine the exchange rate. Forward foreign currency
exchange contracts are valued at an interpolated rate based on days to maturity between the closest preceding and subsequent settlement period
reported by the third party pricing service.

Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service are
not readily available or, in the opinion of the FMR Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee
in accordance with applicable fair value pricing policies. For example, if, in the opinion of the FMR Committee, a security's value has been
materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is
principally traded, that security will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee may consider factors including price movements in futures contracts and ADRs, market
and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading.

BUYING, SELLING, AND EXCHANGING INFORMATION

The fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures
approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this
purpose as they are valued in computing the class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain
or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other
property.

The fund, in its discretion, may determine to issue its shares in kind in exchange for securities held by the purchaser having a value, determined in accordance with the fund's policies for valuation of portfolio securities, equal to the purchase price of the fund shares issued. The fund
will accept for in-kind purchases only securities or other instruments that are appropriate under its investment objective and policies. In addition, the fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not
subject to restrictions on resale. All dividends, distributions, and subscription or other rights associated with the securities become the property
of the fund, along with the securities. Shares purchased in exchange for securities in kind generally cannot be redeemed for fifteen days following the exchange to allow time for the transfer to settle.

DISTRIBUTIONS AND TAXES

Dividends. Distributions by the fund to tax-advantaged retirement plan accounts are not taxable currently.

Foreign Taxation. Foreign governments may impose withholding taxes on dividends and interest earned by the fund with respect to foreign securities held directly by the fund. Foreign governments may also impose taxes on other payments or gains with respect to foreign securities held directly by the fund.

Tax Status of the Fund. The fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, the fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis (if the fiscal year is
other than the calendar year), and intends to comply with other tax rules applicable to regulated investment companies.

Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting the fund and its
tax-advantaged retirement plan shareholders, and no attempt has been made to discuss individual tax consequences. Shares may be subject to
state and local personal property taxes. Investors should consult their tax advisers to determine whether the fund is suitable to their particular
tax situation.

TRUSTEES AND OFFICERS

<R>The Trustees, Member of the Advisory Board, and  officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee
management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C.
Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees [__] funds. Mr. Curvey oversees
[__] funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees [__] funds.</R>

<R>The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has
become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who
is not an interested person (as defined in the 1940 Act) of the trust and the fund (Independent Trustee), shall retire not later than the last day of
the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with
respect to individual Trustees. The officers and Advisory Board Member hold office without limit in time, except that any officer and Advisory
Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the
Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.</R>

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a
statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent
Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a
Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also
engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes,
and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating
Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests of shareholders.
Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion
that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.

Board Structure and Oversight Function. James C. Curvey is an interested person (as defined in the 1940 Act) and currently serves as
Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman
has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be
independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without
having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the
Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Ned
C. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The fund's Board oversees Fidelity's equity and high income funds and another
Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds. The asset allocation funds may invest in Fidelity
funds overseen by the fund's Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of
Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On
occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each
Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund's activities and
associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the
occurrence of which could have demonstrably adverse effects on the fund's business and/or reputation; (ii) implementing processes and controls
to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii)
creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and
implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the fund are carried out by or through
FMR, its affiliates and other service providers, the fund's exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the fund's activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees have worked with FMR to enhance the
Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development
of additional risk reporting to the Board. For example, a working group comprised of Independent Trustees and FMR has worked and continues to
work to review the Fidelity funds' valuation-related activities, reporting and risk management. Appropriate personnel, including but not limited to
the fund's Chief Compliance Officer (CCO), FMR's internal auditor, the independent accountants, the fund's Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate, including an annual review of FMR's risk management program
for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under
"Standing Committees of the Fund's Trustees."

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston,
Massachusetts 02210.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>      
|--------------------------------------------------------------------------------------
|<R>James C. Curvey (1935)</R>                                                         
|<R>                                                                                   
|                                                                                      
|<R>                                                                                   
|<R>Year of Election or Appointment: 2007</R>
Trustee
Chairman of the Board of Trustees
|<R>                                                                                   
|<R>Ronald P. O'Hanley (1957)</R>                                                      
|<R>Year of Election or Appointment: 2011</R>
Trustee                                  
|<R>                                                                                   

*	Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities
under common control with FMR.

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

|<R>Name, Year of Birth; Principal Occupations and Other Relevant Experience+</R>              
|----------------------------------------------------------------------------------------------
|<R>Dennis J. Dirks (1948)</R>                                                                 
|<R>                                                                                           
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>Alan J. Lacy (1953)</R>                                                                    
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Ned C. Lautenbach (1944)</R>                                                               
|<R>Year of Election or Appointment: 2000</R>
Trustee
Chairman of the Independent Trustees     
|<R>                                                                                           
|<R>Joseph Mauriello (1944)</R>                                                                
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           
|<R>Robert W. Selander (1950)</R>                                                              
|<R>Year of Election or Appointment: 2011</R>
Trustee                                          
|<R>                                                                                           
|<R>Cornelia M. Small (1944)</R>                                                               
|<R>Year of Election or Appointment: 2005</R>
Trustee                                          
|<R>                                                                                           
|<R>William S. Stavropoulos (1939)</R>                                                         
|<R>Year of Election or Appointment: 2002</R>
Trustee
Vice Chairman of the Independent Trustees
|<R>                                                                                           
|<R>David M. Thomas (1949)</R>                                                                 
|<R>Year of Election or Appointment: 2008</R>
Trustee                                          
|<R>                                                                                           

+	The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for the fund.

<R>Advisory Board Member and  Officers:</R>

<R>Correspondence intended for  each officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210. Officers appear below in alphabetical order.</R>

|<R>Name, Year of Birth; Principal Occupation</R>                                    
|------------------------------------------------------------------------------------
|<R>Peter S. Lynch (1944)</R>                                                        
|<R>                                                                                 
|<R>Year of Election or Appointment: 2003</R>
Member of the Advisory Board           
|<R>                                                                                 
|<R>Elizabeth Paige Baumann (1968)</R>                                               
|<R>Year of Election or Appointment: 2012</R>
Anti-Money Laundering (AML) Officer    
|<R>                                                                                 
|<R>William C. Coffey (1969)</R>                                                     
|<R>Year of Election or Appointment: 2009</R>
Assistant Secretary                    
|<R>                                                                                 
|<R>Jonathan Davis (1968)</R>                                                        
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Adrien E. Deberghes (1967)</R>                                                   
|<R>Year of Election or Appointment: 2008</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stephanie J. Dorsey (1969)</R>                                                   
|<R>Year of Election or Appointment: 2010</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Scott C. Goebel (1968)</R>                                                       
|<R>Year of Election or Appointment: 2008</R>
Secretary and Chief Legal Officer (CLO)
|<R>                                                                                 
|<R>Joseph A. Hanlon (1968)</R>                                                      
|<R>Year of Election or Appointment: 2012</R>
Chief Compliance Officer               
|<R>                                                                                 
|<R>Bruce T. Herring (1965)</R>                                                      
|<R>Year of Election or Appointment: 2006</R>
Vice President of certain Equity Funds 
|<R>                                                                                 
|<R>Brian B. Hogan (1964)</R>                                                        
|<R>Year of Election or Appointment: 2009</R>
Vice President                         
|<R>                                                                                 
|<R>Chris Maher (1972)</R>                                                           
|<R>Year of Election or Appointment: 2013</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Christine Reynolds (1958)</R>                                                    
|<R>Year of Election or Appointment: 2008</R>
Chief Financial Officer                
|<R>                                                                                 
|<R>Kenneth B. Robins (1969)</R>                                                     
|<R>Year of Election or Appointment: 2008</R>
President and Treasurer                
|<R>                                                                                 
|<R>Gary W. Ryan (1958)</R>                                                          
|<R>Year of Election or Appointment: 2005</R>
Assistant Treasurer                    
|<R>                                                                                 
|<R>Stephen Sadoski (1971)</R>                                                       
|<R>Year of Election or Appointment: 2012</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Stacie M. Smith (1974)</R>                                                       
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Renee Stagnone (1975)</R>                                                        
|<R>Year of Election or Appointment: 2013</R>
Deputy Treasurer                       
|<R>                                                                                 
|<R>Joseph F. Zambello (1957)</R>                                                    
|<R>Year of Election or Appointment: 2011</R>
Deputy Treasurer                       
|<R>                                                                                 

Standing Committees of the Fund's Trustees. The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has 10
standing committees. The members of each committee are Independent Trustees.

<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair and Mr. Stavropoulos serving as Vice Chair. The committee normally meets eight times a year, or more frequently as called by the Chair, and serves as a
forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee also
considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the
proposed continuation of contracts between the funds and FMR and its affiliates, and annually reviews and makes recommendations regarding
contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders and significant litigation. The committee also has oversight
of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended January 31, 2014, the committee held
[[Number of Meetings]/no] meeting[s].</R>

<R>The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair.
The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and monitors matters of disclosure to the extent
required to fulfill its statutory responsibilities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal
year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Board of Trustees has established two Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair), and
Messrs. Dirks, Lacy,  and Selander) and the Equity II Committee (composed of Messrs. Stavropoulos (Chair), Lautenbach, Mauriello, and
Thomas). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the
Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the
personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. Each
committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes,
and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related
to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or
both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's
deliberations. During the fiscal year ended January 31, 2014, [each Fund Oversight Committee held [[Number of Meetings]/no] meeting[s]/the Equity I Committee held [[Number of Meetings]/no] meetings and the Equity II Committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Stavropoulos, and Thomas, and Ms.
Small. Mr. Lautenbach alternates his attendance of committee meetings with his attendance of Audit Committee meetings. The committee
normally meets eight times a year, or more frequently as called by the Chair. Regarding shareholder services, the committee considers the
structure and amount of the funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping
and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration
of these fees. The committee also considers other non-investment management services rendered to the funds by FMR and its affiliates, including pricing and bookkeeping services. The committee monitors and recommends policies concerning the securities transactions of the funds,
including brokerage. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any
allocation of portfolio transactions is not influenced by the sale of fund shares. The committee also monitors brokerage and other similar relationships between the funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution
of fund shares, the committee considers issues bearing on the various distribution channels employed by the funds, including issues regarding
Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions
and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finder's fees, and other means by which
intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also
considers issues bearing on the preparation and use of advertisements and sales literature for the funds, policies and procedures regarding
frequent purchase of fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Audit Committee is composed of Messrs. Mauriello (Chair), Lacy,  and Selander. Mr. Lautenbach alternates his attendance of
committee meetings with his attendance of Shareholder, Distribution, and Brokerage Committee meetings. All committee members must be
able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the SEC. The committee will have at least
one committee member in common with the Compliance Committee. The committee normally meets four times a year, or more frequently as
called by the Chair. The committee meets separately at least annuallywith the funds' Treasurer, with the funds' Chief Financial Officer, with
personnel responsible for the internal audit function of FMR LLC, and with the funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the funds. The committee assists the
Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the funds and the funds' service providers, (to the extent such controls impact the funds' financial statements); (ii) the funds' auditors and the annual audits of the funds' financial
statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the
funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the
provision by any outside auditor of certain non-audit services to fund service providers and their affiliates to the extent that such approval (in
the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and
may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors
of the funds. It is responsible for approving all audit engagement fees and terms for the funds and for resolving disagreements between a fund
and any outside auditor regarding any fund's financial reporting. Auditors of the funds report directly to the committee. The committee will
obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships
between the auditor and the funds and any service providers consistent with the rules of the Public Company Accounting Oversight Board. The
committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or
former employees of the outside auditors. It oversees and receives reports on the funds' service providers' internal controls and reviews the
adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material
weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the funds'
ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether
material or not, that involves management or other employees who have a significant role in the funds' or service providers internal controls
over financial reporting. The committee will also review any correspondence with regulators or governmental agencies or published reports
that raise material issues regarding the funds' financial statements or accounting policies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the
most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any
material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps
taken to deal with such issues. The committee will oversee and receive reports on the funds' financial reporting process, will discuss with FMR,
the funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC, their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the funds. The committee
will review with FMR, the funds' Treasurer, outside auditor, and internal audit personnel of FMR LLC and, as appropriate, legal counsel the
results of audits of the funds' financial statements. The committee will review periodically the funds' major internal controls exposures and the
steps that have been taken to monitor and control such exposures. During the fiscal year ended January 31, 2014, the committee held [[Number
of Meetings]/no] meeting[s].</R>

<R>The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair) and Stavropoulos. The committee meets as
called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the
Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The
committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the
Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for
Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make
such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under
applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees,
such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors
compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental
policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each
Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees.
The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other
developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to
fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation
of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee
shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the
Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the funds' or
the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge,
experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees
required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members
of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee
candidates and board compensation consultants. The committee may conduct or authorize investigations into or studies of matters within the
committee's scope of responsibilities, and may retain, at the funds' expense, such independent counsel or other advisers as it deems necessary.
The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates
presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the
candidate that demonstrates his or her ability to serve as an Independent Trustee of the funds, should be submitted to the Chair of the committee
at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all
candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds
within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting)
with the adviser, any sub-adviser, or their affiliates that could create an appearance of lack of independence in respect of the funds; (iv) has the
disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders;
(v) ability to attend regularly scheduled meetings during the year; (vi) demonstrates sound business judgment gained through broad experience
in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or
accounting knowledge to add value in the complex financial environment of the funds; (viii) experience on corporate or other institutional
oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory
conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light
of the funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the
Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a
whole, demonstrate the same level of fitness to serve as an Independent Trustee. During the fiscal year ended January 31, 2014, the committee
held [[Number of Meetings]/no] meeting[s].</R>

<R>The Compliance Committee is composed of Messrs. Selander (Chair), Lautenbach,  and Mauriello. The committee normally meets quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and procedures of the funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and approval
of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a CCO of the funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the
CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports of
significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding
compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including
the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary
duty or violations of federal securities laws, and reports on any other compliance or related matters that would otherwise be subject to periodic
reporting or that may have a significant impact on the funds. The committee will recommend to the Board, what actions, if any, should be taken
with respect to such reports. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Proxy Voting Committee is composed of Messrs. Thomas (Chair), Dirks, and Selander. The committee will meet as needed to
review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The
committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations
between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee
will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The
committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The
committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR
relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the
casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be
reviewed by the Board. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The Research Committee is composed of Messrs. Lacy (Chair) and Thomas, and Ms. Small. The Committee will meet as needed. The
Committee's purpose is to assess the quality of the investment research available to FMR's investment professionals. As such, the Committee
reviews information pertaining to the sources of such research, the categories of research, the manner in which the funds bear the cost of research,
and FMR's internal research capabilities, including performance metrics, interactions between FMR portfolio managers and research analysts,
and the professional quality of analysts in research careers. Where necessary, the Committee recommends actions with respect to various reports
providing information on FMR's research function. During the fiscal year ended January 31, 2014, the committee held [[Number of Meetings]/no] meeting[s].</R>

<R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in the fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2013.</R>

|Interested Trustees                                                           
|------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                    
|<R>Fidelity Equity-Income Fund                                                
|AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

|Independent Trustees                                                          
|------------------------------------------------------------------------------
|DOLLAR RANGE OFFUND SHARES                                                    
|<R>Fidelity Equity-Income Fund                                                
|AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY

<R></R>

|<R>DOLLAR RANGE OFFUND SHARES                                                     | Cornelia M. Small                                                      | William S.Stavropoulos                                                 | David M. Thomas                                                        |  | </R>
|--------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- |  | ----
|<R>Fidelity Equity-Income Fund                                                    | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] | [none/$1 -
$10,000/$10,001 -
$50,000/$50,001 -
$100,000/over
$100,000] |  | </R>
|<R>AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY | over $100,000                                                          | over $100,000                                                          | over $100,000                                                          |  | </R>

<R>The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or
her services for the fiscal year ended January 31, 2014, or calendar year ended December 31, 2013, as applicable.</R>

|Compensation Table1                         
|--------------------------------------------
|<R>AGGREGATE
COMPENSATIONFROM A FUND        
|<R>Fidelity Equity-Income Fund[B]           
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA
|<R>AGGREGATE
COMPENSATIONFROM A FUND        
|<R>Fidelity Equity-Income Fund[B]           
|<R>TOTAL COMPENSATION
FROM THE FUND COMPLEXA

<R></R>

<R>1	James C. Curvey, Ronald P. O'Hanley, and Peter S. Lynch are interested persons and are compensated by Fidelity.</R>

<R></R>

<R>A	Reflects compensation received for the calendar year ended December 31, 2012 for 236 funds of 29 trusts (including Fidelity Central
Investment Portfolios LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees and Member
of the Advisory Board. Certain of the Independent Trustees and Member of the Advisory Board elected voluntarily to defer a portion
of their compensation as follows: Dennis J. Dirks, $221,918; Ned C. Lautenbach, $262,798; Cornelia M. Small, $175,000; and William
S. Stavropoulos, $200,000.</R>

<R>[B	Compensation figures include cash and may include amounts deferred at the election of Trustees and Member of the Advisory Board.
Certain of the Independent Trustees' and Advisory Board Member's aggregate compensation from the fund includes accrued voluntary
deferred compensation as follows: [[Name of Trustee or ABM], [$___]].]</R>

<R>[As of [__],  the Trustees, Member of the Advisory Board, and officers of the fund owned, in the aggregate, less than [_]% of the fund's
total outstanding shares.]</R>

<R>[As of [__],  the following owned of record and/or beneficially 5% or more of the outstanding shares of a class:]</R>
<R></R>

<R>[*	The ownership information shown above is for a class of shares of the fund.]</R>

<R>[As of [__], approximately [____]% of the fund's total outstanding shares was held of record and/or beneficially by [Name of Shareholder], [City], [State][; approximately ___% of [the fund/[Name of Fund]]'s total outstanding shares was held of record and/or beneficially by
[Name of Shareholder], [City], [State]; and approximately ___% of the fund's total outstanding shares was held of record and/or beneficially
by [Name of Shareholder], [City], [State]].]</R>

<R>[A shareholder owning of record or beneficially more than 25% of a fund's outstanding shares may be considered a controlling person.
That shareholder's vote could have a more significant effect on matters presented at a shareholders' meeting than votes of other shareholders.]</R>

CONTROL OF INVESTMENT ADVISERS

FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, Fidelity Management & Research (U.K.) Inc.
(FMR U.K.), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), Fidelity Management & Research (Japan) Inc. (FMR
Japan), and FMRC. The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of the
Abigail P. Johnson family, directly or through trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common shares.
Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on
any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which
all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed
where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership
of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the
1940 Act, to form a controlling group with respect to FMR LLC.

At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of emerging
businesses.

<R>FMR, FMRC, FMR U.K., FMR H.K., FMR Japan,  FDC, and the fund have adopted a code of ethics under Rule 17j-1 of the 1940 Act
that sets forth employees' fiduciary responsibilities regarding the fund, establishes procedures for personal investing, and restricts certain
transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own investment
accounts, including securities that may be purchased or held by the fund.</R>

MANAGEMENT CONTRACT

The fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

Management Services.Under the terms of its management contract with the fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment
objective, policies and limitations. FMR also provides the fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of the fund and all Trustees who are interested persons of the trust or of FMR, and all personnel of the fund or
FMR performing services relating to research, statistical and investment activities.

In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing facilities for maintaining the fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the fund; preparing all general
shareholder communications and conducting shareholder relations; maintaining the fund's records and the registration of the fund's shares
under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for the
fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.

Management-Related Expenses.In addition to the management fee payable to FMR and the fees payable to the transfer agent and pricing
and bookkeeping agent, and the costs associated with securities lending, the fund or each class thereof, as applicable, pays all of its expenses
that are not assumed by those parties. The fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and Independent Trustees. The fund's management contract further provides that the fund will
pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however,
under the terms of the fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by the fund include interest,
taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary filings under state securities laws. The fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its
officers and Trustees with respect to litigation.

Management Fee. For the services of FMR under the management contract, the fund pays FMR a monthly management fee which has two
components: a group fee rate and an individual fund fee rate.

<R>The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts. For this purpose, the monthly average net assets of any registered investment companies with which FMR previously had
management contracts but that currently have management contracts with Fidelity SelectCo, LLC are included.</R>

|GROUP FEE RATE SCHEDULE | EFFECTIVE ANNUAL FEE RATES
|----------------------- | --------------------------
|Average GroupAssets     | AnnualizedRate            
|0                       | -                         
|3                       | -                         
|6                       | -                         
|9                       | -                         
|12                      | -                         
|15                      | -                         
|18                      | -                         
|21                      | -                         
|24                      | -                         
|30                      | -                         
|36                      | -                         
|42                      | -                         
|48                      | -                         
|66                      | -                         
|84                      | -                         
|102                     | -                         
|138                     | -                         
|174                     | -                         
|210                     | -                         
|246                     | -                         
|282                     | -                         
|318                     | -                         
|354                     | -                         
|390                     | -                         
|426                     | -                         
|462                     | -                         
|498                     | -                         
|534                     | -                         
|587                     | -                         
|646                     | -                         
|711                     | -                         
|782                     | -                         
|860                     | -                         
|946                     | -                         
|1,041                   | -                         
|1,145                   | -                         
|1,260                   | -                         
|1,386                   | -                         
|1,525                   | -                         
|1,677                   | -                         
|Over                    |                           

<R>The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized
rates on the left. For example, the effective annual fee rate at $[__] billion of group net assets - the approximate level for January 2014 - was
[__%], which is the weighted average of the respective fee rates for each level of group net assets up to $[__] billion.</R>

<R>The fund's individual fund fee rate is 0.20%. Based on the average group net assets  for January 2014, the fund's annual management
fee rate would be calculated as follows:</R>

|Fund                           | Group Fee Rate |   | Individual Fund Fee Rate |   | Management Fee Rate
|------------------------------ | -------------- | - | ------------------------ | - | -------------------
|<R>Fidelity Equity-Income Fund | 0.___%         | + | 0.2000%                  | = | 0.___%</R>         

One-twelfth of the management fee rate is applied to the fund's average net assets for the month, giving a dollar amount which is the fee for
that month.

<R>For the fiscal years ended January 31, 2014, 2013, and 2012, the fund paid FMR management fees of [$_________, $____________,
and $__________], respectively.</R>

FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.

<R>Expense reimbursements  will increase returns and yield, and repayment of the reimbursement  will decrease returns and yield.</R>

Sub-Adviser - FMRC.On behalf of the fund, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has
day-to-day responsibility for choosing investments for the fund. Under the terms of the sub-advisory agreement for the fund, FMR, and not the
fund, pays FMRC's fees.

Sub-Advisers - FMR U.K., FMR H.K., and FMR Japan. On behalf of the fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR H.K., and FMR Japan. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the fund (discretionary services). FMR, and
not the fund, pays the sub-advisers.

<R></R>

<R>[Portfolio manager holdings and compensation information to be filed  by subsequent amendment.]</R>

<R></R>

PROXY VOTING GUIDELINES

The following Proxy Voting Guidelines were established by the Board of Trustees of the Fidelity funds, after consultation with Fidelity.
(The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly, are subject to
change.)

I.	General Principles

A.	Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows:
(i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will
be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.

B.	FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees have
a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders, and are
instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment Proxy Research
employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance
with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when there are factors that may prompt
one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees
are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests
of Fidelity and its customers.

C.	Except as set forth herein, FMR will generally vote in favor of routine management proposals.

D.	Non-routine proposals will generally be voted in accordance with the Guidelines.

E.	Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity
Fund Board Committee or its designee.

F.	FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's
likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.
Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.

G.	Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and are
not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure
practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into
consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.

H.	In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership
on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.

I.	Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment
to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on
this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for
the election of directors at the next election.

II.	Definitions (as used in this document)

A.	Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the right
of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.

B.	Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single
trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than
three times annual compensation (salary and bonus) in the event of a termination following a change in control.

C.	Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.

D.	Sunset Provision - a condition in a charter or plan that specifies an expiration date.

E.	Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a
potential acquirer announces a bona fide offer for all outstanding shares.

F.	Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.

G.	Large-Capitalization Company - a company included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap
Index.

H.	Small-Capitalization Company - a company not included in the Russell 1000® Index or the Russell Global ex-U.S. Large
Cap Index that is not a Micro-Capitalization Company.

I.	Micro-Capitalization Company - a company with a market capitalization under US $300 million.

J.	Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity
award plan on a regular basis.

III.	Directors

A.	Incumbent Directors

FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of all
directors or directors on responsible committees if:

1.	An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as
set forth below.

With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of
the following conditions are met when a Poison Pill is introduced, extended, or adopted:

a. The Poison Pill includes a Sunset Provision of less than five years;

b. The Poison Pill includes a Permitted Bid Feature;

c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and

d. Shareholder approval is required to reinstate the Poison Pill upon expiration.

FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are
not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a.
and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual
shareholder meeting, FMR will withhold authority on the election of directors.

2.	The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position
of up to 20% of a company's total voting securities and of any class of voting securities.

3.	Within the last year and without shareholder approval, a company's board of directors or compensation committee has
repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.

4.	Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account
such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the
company has adopted or extended a Golden Parachute without shareholder approval.

5.	To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform
to the Guidelines and the company has failed to act on that commitment.

6.	The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the
director served during the company's prior fiscal year, absent extenuating circumstances.

7.	The board is not composed of a majority of independent directors.

B.	Indemnification

FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the
proposal is accompanied by Anti-Takeover Provisions.

C.	Independent Chairperson

FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or
independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular
facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of
shareholders and to promote effective oversight of management by the board of directors.

D.	Majority Director Elections

FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a
board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where
there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative
to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of a majority of the votes cast in an uncontested election.

IV.	Compensation

A.	Executive Compensation

1.	Advisory votes on executive compensation

a.	FMR will generally vote for proposals to ratify executive compensation unless such compensation appears misaligned with shareholder interests or otherwise problematic, taking into account such factors as, among other things,
(i) whether the company has an independent compensation committee; (ii) whether the compensation committee
engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction period was
less than three years for non-performance-based awards, and less than one year for performance-based awards; (iv)
whether the compensation committee has lapsed or waived equity vesting restriction; and (v) whether the company
has adopted or extended a Golden Parachute without shareholder approval.

b.	FMR will generally vote against proposals to ratify Golden Parachutes.

2.	Frequency of advisory vote on executive compensation

FMR will generally support annual advisory votes on executive compensation.

B.	Equity award plans (including stock options, restricted stock awards, and other stock awards).

FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:

1.	(a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a
Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.

2.	In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of
grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in lieu
of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has repriced options outstanding under the plan in the past two years without shareholder approval.

3.	The plan includes an Evergreen Provision.

4.	The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not
occur.

C.	Equity Exchanges and Repricing

FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if
the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such
factors as:

1.	Whether the proposal excludes senior management and directors;

2.	Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;

3.	The company's relative performance compared to other companies within the relevant industry or industries;

4.	Economic and other conditions affecting the relevant industry or industries in which the company competes; and

5.	Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with
the interests of shareholders.

D.	Employee Stock Purchase Plans

FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based
participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower
minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the
minimum stock purchase price must be at least 75% of the stock's fair market value.

E.	Employee Stock Ownership Plans (ESOPs)

FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state
of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and
number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of
the purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change
in control.

F.	Bonus Plans and Tax Deductibility Proposals

FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to
qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well
defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per
participant is clearly stated and is not unreasonable or excessive.

V.	Anti-Takeover Provisions

FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:

A.	The Poison Pill includes the following features:

1.	A Sunset Provision of no greater than five years;

2.	Linked to a business strategy that is expected to result in greater value for the shareholders;

3.	Requires shareholder approval to be reinstated upon expiration or if amended;

4.	Contains a Permitted Bid Feature; and

5.	Allows the Fidelity Funds to hold an aggregate position of up to 20% of a company's total voting securities and of any
class of voting securities.

B.	An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or

C.	It is a fair price amendment that considers a two-year price history or less.

FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:

D.	In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's
Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any
time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to
vote for the election of directors.

E.	In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.

F.	In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least 25% of
the outstanding stock request that the company establish a record date determining which shareholders are entitled to act
and that consents be solicited from all shareholders.

VI.	Capital Structure/Incorporation

A.	Increases in Common Stock

FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total
number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares,
including stock options, except in the case of real estate investment trusts, where an increase that will result in a total
number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is
generally acceptable.

<R>B.	Reverse Stock Splits</R>

<R>FMR will generally vote in favor of reverse stock splits as long as the post-split authorized shares is no greater than
three times the post-split number of outstanding and scheduled to be issued shares, including stock awards, or in the case of
real estate investment trusts the number of post-split authorized shares is not greater than five times the post-split number of
outstanding and scheduled to be issued shares.</R>

C.	New Classes of Shares

FMR will generally vote against the introduction of new classes of stock with differential voting rights.

D.	Cumulative Voting Rights

FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.

E.	Acquisition or Business Combination Statutes

FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that
enable the company to opt out of the control shares acquisition or business combination statutes.

F.	Incorporation or Reincorporation in Another State or Country

FMR will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in
another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear
reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and
proposed jurisdictions and any changes to the company's current and proposed governing documents. FMR will consider
supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining
incorporated in the current jurisdiction appears misaligned with shareholder interests.

VII.	Shares of Investment Companies

A.	When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or
non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund or class
("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.

B.	<R>Certain Fidelity Funds may invest in shares of underlying Fidelity Funds that do not have public shareholders. For Fidelity Funds without public shareholders that are managed by FMR or an affiliate, FMR will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.</R>

VIII.	Other

A.	Voting Process

FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.

B.	Regulated Industries

Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of such
organization.

To view a fund's proxy voting record for the most recent 12-month period ended June 30, visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.

DISTRIBUTION SERVICES

The fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 100 Salem Street,
Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the Financial
Industry Regulatory Authority, Inc. The distribution agreement calls for FDC to use all reasonable efforts, consistent with its other business, to
secure purchasers for shares of the fund, which are continuously offered at NAV. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR.

The Trustees have approved a Distribution and Service Plan on behalf of Class K of the fund (the Plan) pursuant to Rule 12b-1 under the
1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plan, as
approved by the Trustees, allows Class K and FMR to incur certain expenses that might be considered to constitute indirect payment by the
fund of distribution expenses.

<R>Under the Class K Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the
distribution of its shares, such payment is authorized by the Plan. The Class K Plan specifically recognizes that FMR may use its management
fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to
result in the sale of Class K shares and/or shareholder support services. In addition, the Class K Plan provides that FMR, directly or through
FDC, may pay significant amounts to intermediaries  that provide those services. Currently, the Board of Trustees has authorized such payments for Class K shares.</R>

Prior to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit Class K of the fund and its shareholders. In particular, the Trustees noted
that the Plan does not authorize payments by Class K of the fund other than those made to FMR under its management contract with the fund.
To the extent that the Plan gives FMR and FDC greater flexibility in connection with the distribution of class shares, additional sales of class
shares or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the
Plan by local entities with whom shareholders have other relationships.

<R>FDC or an affiliate may compensate, or upon direction make payments for certain retirement plan expenses to intermediaries.  A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or
type of services provided by the intermediary, the level or expected level of assets or sales of shares, and other factors. In addition to such
payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and
issues, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may undertake in
order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at
seminars, including travel, lodging, entertainment, and meals. Certain of the payments described above may be significant to an intermediary.
As permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay
or allow other incentives or payments to intermediaries.</R>

The fund's transfer agent or an affiliate may also make payments and reimbursements from its own resources to certain intermediaries (who
may be affiliated with the transfer agent) for performing recordkeeping and other services. Please see "Transfer and Service Agent Agreements" in this SAI for more information.

Any of the payments described in this section may represent a premium over payments made by other fund families. Retirement plan sponsors may take these payments into account when deciding whether to include a fund as a plan investment option.

TRANSFER AND SERVICE AGENT AGREEMENTS

<R>The fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an
affiliate of FMR, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of the agreement, FIIOC (or an agent,
including an affiliate) performs transfer agency services.</R>

<R>For providing transfer agency services, FIIOC receives an asset-based fee, calculated and paid monthly on the basis of a class' average
daily net assets, with respect to each position in the fund.</R>

The asset-based fees are subject to adjustment in any month in which the total return of the S&P 500® Index exceeds a positive or negative
15% from a pre-established base value.

<R>FIIOC  may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances,
and providing historical account research.</R>

FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports,
notices, and statements to existing shareholders, with the exception of proxy statements.

FIIOC or an affiliate may make payments out of its own resources to intermediaries (including affiliates of FIIOC) for recordkeeping services. Payments may also be made, upon direction, for other plan expenses. FIIOC may also pay an affiliate for providing services that otherwise would have been performed by FIIOC.

<R>The fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR (or an agent,
including an affiliate). The fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for shares,  maintains the fund's portfolio and general accounting records, and administers the
fund's securities lending program.</R>

For providing pricing and bookkeeping services, FSC receives a monthly fee based on the fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for the fund are 0.0389% of the first $500 million of average net assets, 0.0275% of
average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between $3.5 billion and $25 billion, and 0.0019% of
average net assets in excess of $25 billion.

For administering the fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.

Pricing and bookkeeping fees paid by the fund to FSC for the past three fiscal years are shown in the following table.

|<R>Fund                        | 2014 | 2013 | 2012</R>
|------------------------------ | ---- | ---- | --------
|<R>Fidelity Equity-Income Fund | $    | $    | $	</R>  

<R>[For the fiscal years ended January 31, 2014, the fund did not pay FSC for securities lending.]</R>

<R>[Payments made by the fund to FSC for securities lending for the past three fiscal years are shown in the following table.]</R>

|<R>Fund                        | 2014 | 2013 | 2012</R>
|------------------------------ | ---- | ---- | --------
|<R>Fidelity Equity-Income Fund | $    | $    | $	</R>  

DESCRIPTION OF THE TRUST

<R>Trust Organization. Fidelity Equity-Income Fund is a fund of Fidelity Devonshire Trust, an open-end management investment
company created under an initial declaration of trust dated March 4, 1985. Currently, there are 10 funds offered in the trust: Fidelity Advisor®
Series Equity-Income Fund, Fidelity Advisor® Series Stock Selector Large Cap Value Fund, Fidelity Equity-Income Fund, Fidelity Large
Cap Growth Fund, Fidelity Mid Cap Value Fund, Fidelity Series All-Sector Equity Fund, Fidelity Series Equity-Income Fund, Fidelity Series
Large Cap Value Fund, Fidelity Series Stock Selector Large Cap Value Fund, and Fidelity Stock Selector Large Cap Value Fund. The Trustees
are permitted to create additional funds in the trust and to create additional classes of the fund.</R>

The assets of the trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each
fund in the trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated
to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds or classes.

Shareholder Liability. The trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.

The Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the
trust or fund. The Declaration of Trust provides that the trust shall not have any claim against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating to
the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets.
The Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other fund.

The Declaration of Trust provides for indemnification out of each fund's property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. The Declaration of Trust also provides that each fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances in which a fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to shareholders is remote. Claims asserted against one class of shares may
subject holders of another class of shares to certain liabilities.

<R>Voting Rights. Each fund's capital consists of shares of beneficial interest. Shareholders are entitled to one vote for each dollar of net
asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by
fund, and by class.</R>

The shares have no preemptive rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.

The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or
a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of the trust,
shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class
available for distribution.

Custodians. The Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of the fund's assets and the appointment of any subcustodian banks and clearing agencies. The Bank of New
York Mellon and JPMorgan Chase Bank, each headquartered in New York, also may serve as special purpose custodians of certain assets in
connection with repurchase agreement transactions. From time to time, subject to approval by a fund's Treasurer, the fund may enter into
escrow arrangements with other banks if necessary to participate in certain investment offerings.

<R>FMR, its officers and directors, its affiliated companies, Member of the Advisory Board, and Members of the Board of Trustees may,
from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of the fund's adviser, the terms and
conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.</R>

<R>Independent Registered Public Accounting Firm. [_______],  independent registered public accounting firm, audits financial statements for the fund and provides other audit, tax, and related services.</R>

FUND HOLDINGS INFORMATION

The fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer
guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving the fund's best interests by
striking an appropriate balance between providing information about the fund's portfolio and protecting the fund from potentially harmful
disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the fund's chief compliance
officer periodically.

The fund will provide a full list of holdings, including its top ten holdings, monthly on www.fidelity.com 30 days after the month-end
(excluding high income security holdings, which generally will be presented collectively monthly and included in a list of full holdings 60 days
after its fiscal quarter-end).

The fund will provide its top ten holdings (excluding cash and futures) as of the end of the calendar quarter on Fidelity's web site 15 or more
days after the calendar quarter-end.

Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.

The fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance
attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of the press,
consultants, and ratings and ranking organizations.

The Use of Holdings In Connection With Fund Operations. Material non-public holdings information may be provided as part of the
activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund, are
required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not misuse
the disclosed information. These entities, parties, and persons include, but are not limited to: the fund's trustees; the fund's manager, its sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of funds);
contractors who are subject to a confidentiality agreement; the fund's auditors; the fund's custodians; proxy voting service providers; financial
printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on
one or more securities; securities lending agents; counsel to the fund or its Independent Trustees; regulatory authorities; stock exchanges and
other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third
parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may
also be provided to an issuer regarding the number or percentage of its shares that are owned by the fund and in connection with redemptions in
kind.

Other Uses Of Holdings Information. In addition, the fund may provide material non-public holdings information to (i) third parties that
calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment adviser,
trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving the fund. Each individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts and circumstances, the disclosure appears unlikely to be harmful to the fund. Entities receiving this information must have in place control mechanisms to
reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the information to
effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third parties is limited. FMR
relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be
harmful to the fund.

<R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous Friday),
generally 5 business days thereafter);  DocuLynx Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and certain affiliates
(full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next business day).</R>

<R>FMR, its affiliates, or the fund will not enter into any arrangements with third parties from which they derive consideration for the
disclosure of material non-public holdings information. If, in the future,  such an arrangement is desired, prior Board approval would be sought
and any such arrangements would be disclosed in the fund's SAI.</R>

There can be no assurance that the fund's policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.

FINANCIAL STATEMENTS

<R>The fund's financial statements and financial highlights for the fiscal year ended January 31, 2014, and report of the independent registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating expenses
as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because total annual
operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the
financial highlights do not, except to the extent any acquired fund fees and expenses relate to an entity, such as a wholly-owned subsidiary, with
which a fund's financial statements are consolidated. Acquired funds include other investment companies (such as central funds or other underlying funds) in which the fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in the prospectus fee
table and the financial highlights do not include any expenses associated with investments in certain structured or synthetic products that may
rely on the exception from the definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the 1940 Act.</R>

APPENDIX

<R>Fidelity, Fidelity Investments & Pyramid Design, and Fidelity Advisor are registered service marks of FMR LLC. © 2014 FMR
LLC. All rights reserved.</R>

<R>[[_][is/are] [a] service mark[s] of FMR LLC.]]</R>

The third-party marks appearing above are the marks of their respective owners.

Fidelity Devonshire Trust
Post-Effective Amendment No. 145

PART C. OTHER INFORMATION

Item 28.	Exhibits

(a)	(1)	Amended and Restated Declaration of Trust, dated November 13, 2002, is incorporated herein by reference to Exhibit
(a) of Post-Effective Amendment No. 106.

(2)	Certificate of Amendment of the Declaration of Trust, dated January 19, 2005, is incorporated by reference to Exhibit
(a)(2) of Post-Effective Amendment No. 110.

(3)	Certificate of Amendment to the Declaration of Trust, dated May 14, 2008, is incorporated herein by reference to Exhibit (a)(3) of Post-Effective Amendment No. 122.

(b)	Bylaws of the Trust, as amended and dated June 17, 2004, are incorporated herein by reference to
Exhibit (b) of Fidelity Summer Street Trust's (File No. 002-58542) Post-Effective Amendment
No. 63.

(c)	Not applicable.

(d)	(1)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Advisor Series Equity-Income Fund is filed herein as Exhibit (d)(1).

(2)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Advisor Series Stock Selector Large Cap Value Fund is
filed herein as Exhibit (d)(2).

(3)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Equity-Income Fund is filed herein as Exhibit (d)(3).

(4)	Amended and Restated Management Contract, dated August 1, 2007, between Fidelity Management & Research Company and Fidelity Large Cap Growth Fund is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 118.

(5)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Mid Cap Value Fund is filed herein as Exhibit (d)(5).

(6)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Series All-Sector Equity Fund is filed herein as Exhibit
(d)(6).

(7)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Series Equity-Income Fund is filed herein as Exhibit
(d)(7).

(8)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Series Large Cap Value Fund is filed herein as Exhibit
(d)(8).

(9)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Series Stock Selector Large Cap Value Fund is filed herein as Exhibit (d)(9).

(10)	Amended and Restated Management Contract, dated August 1, 2013, between Fidelity Management & Research Company and Fidelity Stock Selector Large Cap Value Fund is filed herein as
Exhibit (d)(10).

(11)	Sub-Advisory Agreement, dated September 19, 2012, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Advisor Series Equity-Income Fund is incorporated herein by reference to Exhibit (d)(14) of Post-Effective Amendment No. 141.

(12)	Sub-Advisory Agreement, dated September 19, 2012, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Advisor Series Stock Selector Large Cap Value
Fund is incorporated herein by reference to Exhibit (d)(15) of Post-Effective Amendment No. 141.

(13)	Sub-Advisory Agreement, dated January 1, 2001, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Equity-Income Fund, is incorporated herein by
reference to Exhibit (d)(5) of Post-Effective Amendment No. 100.

(14)	Sub-Advisory Agreement, dated October 18, 2001, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Structured Large Cap Growth Fund (currently
known as Fidelity Large Cap Growth Fund), is incorporated herein by reference to Exhibit (d)(11)
of Post-Effective Amendment No. 105.

(15)	Sub-Advisory Agreement, dated October 18, 2001, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Structured Mid Cap Value Fund (currently
known as Fidelity Mid Cap Value Fund), is incorporated herein by reference to Exhibit (d)(10) of
Post-Effective Amendment No. 105.

(16)	Sub-Advisory Agreement, dated September 17, 2008, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Series All-Sector Equity Fund, is incorporated
herein by reference to Exhibit (d)(17) of Post-Effective Amendment No. 125.

(17)	Sub-Advisory Agreement, dated September 19, 2012, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Series Equity-Income Fund is incorporated
herein by reference to Exhibit (d)(23) of Post-Effective Amendment No. 141.

(18)	Sub-Advisory Agreement, dated September 17, 2008, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Series Large Cap Value Fund, is incorporated
herein by reference to Exhibit (d)(18) of Post-Effective Amendment No. 125.

(19)	Sub-Advisory Agreement, dated September 19, 2012, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Series Stock Selector Large Cap Value Fund is
incorporated herein by reference to Exhibit (d)(25) of Post-Effective Amendment No. 141.

(20)	Sub-Advisory Agreement, dated October 18, 2001, between Fidelity Management & Research
Company and FMR Co., Inc., on behalf of Fidelity Structured Large Cap Value Fund (currently
known as Fidelity Stock Selector Large Cap Value Fund), is incorporated herein by reference to
Exhibit (d)(9) of Post-Effective Amendment No. 105.

(21)	Sub-Advisory Agreement, dated September 9, 2008, between Fidelity Management & Research
Company and Fidelity Management & Research (Hong Kong) Limited, on behalf of the Registrant
is incorporated herein by reference to Exhibit (d)(48) of Fidelity Advisor Series I's (File No.
002-84776) Post-Effective Amendment No. 82.

(22)	Schedule A, dated December 14, 2012, to the Sub-Advisory Agreement, dated September 9, 2008,
between Fidelity Management & Research Company and Fidelity Management & Research (Hong
Kong) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(14)
of Fidelity Capital Trust's (File No. 002-61760) Post-Effective Amendment No. 109.

(23)	Sub-Advisory Agreement, dated September 29, 2008, between Fidelity Management & Research
Company and Fidelity Management & Research (Japan) Inc., on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(50) of Fidelity Advisor Series I's (File No. 002-84776)
Post-Effective Amendment No. 82.

(24)	Schedule A, dated December 14, 2012, to the Sub-Advisory Agreement, dated September 29,
2008, between Fidelity Management & Research Company and Fidelity Management & Research
(Japan) Inc., on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(16) of
Fidelity Capital Trust's (File No. 002-61760) Post-Effective Amendment No. 109.

(25)	Amended and Restated Sub-Advisory Agreement, dated July 17, 2008, between Fidelity Management & Research Company and Fidelity Management & Research (U.K.) Inc., on behalf of the
Registrant is incorporated herein by reference to Exhibit (d)(27) of Fidelity Hastings Street Trust's
(File No. 002-11517) Post-Effective Amendment No. 121.

(26)	Schedule A, dated December 14, 2012, to the Amended and Restated Sub-Advisory Agreement,
dated July 17, 2008, between Fidelity Management & Research Company and Fidelity Management & Research (U.K.) Inc., on behalf of the Registrant is incorporated herein by reference to
Exhibit (d)(18) of Fidelity Capital Trust's (File No. 002-61760) Post-Effective Amendment No.
109.

(e)	(1)	General Distribution Agreement, dated September 19, 2012, between Fidelity Advisor Series Equity-Income Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment No. 141.

(2)	General Distribution Agreement, dated September 19, 2012, between Fidelity Advisor Series
Stock Selector Large Cap Value Fund and Fidelity Distributors Corporation is incorporated herein
by reference to Exhibit (e)(2) of Post-Effective Amendment No. 141.

(3)	Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Equity-Income Fund and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment No. 117.

(4)	Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity
Large Cap Growth Fund and Fidelity Distributors Corporation, is incorporated herein by reference
to Exhibit (e)(2) of Post-Effective Amendment No. 117.

(5)	Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity Mid
Cap Value Fund and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit (e)(5) of Post-Effective Amendment No. 117.

(6)	General Distribution Agreement, dated September 17, 2008, between Fidelity Series All-Sector
Equity Fund and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit
(e)(8) of Post-Effective Amendment No. 125.

(7)	General Distribution Agreement, dated September 19, 2012, between Fidelity Series Equity-Income Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit
(e)(10) of Post-Effective Amendment No. 141.

(8)	General Distribution Agreement, dated September 17, 2008, between Fidelity Series Large Cap
Value Fund and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit
(e)(9) of Post-Effective Amendment No. 125.

(9)	General Distribution Agreement, dated September 19, 2012, between Fidelity Series Stock Selector Large Cap Value Fund and Fidelity Distributors Corporation is incorporated herein by reference to Exhibit (e)(12) of Post-Effective Amendment No. 141.

(10)	Amended and Restated General Distribution Agreement, dated May 1, 2006, between Fidelity
Large Cap Value Fund (currently known as Fidelity Stock Selector Large Cap Value Fund) and Fidelity Distributors Corporation, is incorporated herein by reference to Exhibit (e)(3) of Post-Effective Amendment No. 117.

(11)	Form of Selling Dealer Agreement (most recently revised April 2006) is incorporated herein by
reference to Exhibit (e)(9) of Post-Effective Amendment No. 114.

(12)	Form of Bank Agency Agreement (most recently revised April 2006) is incorporated herein by
reference to Exhibit (e)(11) of Post-Effective Amendment No. 114.

(13)	Form of Selling Dealer Agreement for Bank-Related Transactions (most recently revised April
2006) is incorporated herein by reference to Exhibit (e)(10) of Post-Effective Amendment No.
114.

(f)	Amended and Restated Fee Deferral Plan of the Non-Interested Person Trustees of the Fidelity Equity and High Income Funds, effective as of September 15, 1995, as amended and restated through
January 16, 2013, is incorporated herein by reference to Exhibit (f) of Fidelity Summer Street
Trust's (File No. 002-58542) Post-Effective Amendment No. 114.

(g)	(1)	Custodian Agreement and Appendix C, D, and E, dated January 1, 2007, between Citibank, N.A.
and Fidelity Devonshire Trust on behalf of Fidelity Large Cap Growth Fund, Fidelity Stock Selector Large Cap Value Fund, and Fidelity Mid Cap Value Fund, are incorporated herein by reference
to Exhibit (g)(5) of Fidelity Securities Fund's (File No. 002-93601) Post-Effective Amendment
No. 73.

(2)	Appendix A, dated May 2, 2012, to the Custodian Agreement, dated January 1, 2007, between Citibank, N.A. and Fidelity Devonshire Trust on behalf of Fidelity Large Cap Growth Fund, Fidelity
Stock Selector Large Cap Value Fund, and Fidelity Mid Cap Value Fund, is incorporated herein by
reference to Exhibit (g)(5) of Fidelity Income Fund's (File No. 002-92661) Post-Effective Amendment No. 89.

(3)	Appendix B, dated April 24, 2013, to the Custodian Agreement, dated January 1, 2007, between
Citibank, N.A. and Fidelity Devonshire Trust on behalf of Fidelity Large Cap Growth Fund, Fidelity Stock Selector Large Cap Value Fund, and Fidelity Mid Cap Value Fund, is incorporated herein
by reference to Exhibit (g)(11) of Fidelity Salem Street Trust's (File No. 002-41839) Post-Effective Amendment No. 231.

(4)	Custodian Agreement and Appendix C, D, and E, dated January 1, 2007, between JPMorgan
Chase Bank, N.A. and Fidelity Devonshire Trust on behalf of Fidelity Series Large Cap Value
Fund are incorporated herein by reference to Exhibit (g)(2) of Fidelity Advisor Series I's (File No.
002-84776) Post-Effective Amendment No. 72.

(5)	Appendix A, dated November 28, 2012, to the Custodian Agreement, dated January 1, 2007, between JPMorgan Chase Bank, N.A. and Fidelity Devonshire Trust on behalf of Fidelity Series
Large Cap Value Fund is incorporated herein by reference to Exhibit (g)(9) of Fidelity Devonshire
Trust's (File No. 002-24389) Post-Effective Amendment 143.

(6)	Appendix B, dated October 15, 2009, to the Custodian Agreement, dated January 1, 2007, between
JPMorgan Chase Bank, N.A. and Fidelity Devonshire Trust on behalf of Fidelity Series Large Cap
Value Fund is incorporated herein by reference to Exhibit (g)(3) of Fidelity Hastings Street Trust's
(File No. 002-11517) Post-Effective Amendment No. 123.

(7)	Custodian Agreement and Appendix C and E, dated January 1, 2007, between State Street Bank
and Trust Company and Fidelity Devonshire Trust on behalf of Fidelity Advisor Series Stock Selector Large Cap Value Fund and Fidelity Series Stock Selector Large Cap Value Fund are incorporated herein by reference to Exhibit (g)(4) of Fidelity Advisor Series I's (File No. 002-84776)
Post-Effective Amendment No. 72.

(8)	Appendix A, dated October 30, 2013, to the Custodian Agreement, dated January 1, 2007, between
State Street Bank and Trust Company and Fidelity Devonshire Trust on behalf of Fidelity Advisor
Series Stock Selector Large Cap Value Fund and Fidelity Series Stock Selector Large Cap Value
Fund is incorporated herein by reference to Exhibit (g)(9) of Fidelity Commonwealth Trust's (File
No. 002-52322) Amendment No. 128.

(9)	Appendix B, dated October 20, 2010, to the Custodian Agreement, dated January 1, 2007, between
State Street Bank and Trust Company and Fidelity Devonshire Trust on behalf of Fidelity Advisor
Series Stock Selector Large Cap Value Fund and Fidelity Series Stock Selector Large Cap Value
Fund is incorporated herein by reference to Exhibit (g)(13) of Fidelity Advisor Series VII's (File
No. 002-67004) Post-Effective Amendment No. 61.

(10)	Appendix D, dated October 31, 2012, to the Custodian Agreement, dated January 1, 2007, between
State Street Bank and Trust Company and Fidelity Devonshire Trust on behalf of Fidelity Advisor
Series Stock Selector Large Cap Value Fund and Fidelity Series Stock Selector Large Cap Value
Fund is incorporated herein by reference to Exhibit (g)(4) of Fidelity Magellan Fund's (File No.
002-21461) Post-Effective Amendment No. 67.

(11)	Custodian Agreement and Appendix C, D, and E, dated January 1, 2007, between The Northern
Trust Company and Fidelity Devonshire Trust on behalf of Fidelity Advisor Series Equity-Income
Fund, Fidelity Equity-Income Fund, Fidelity Series All-Sector Equity Fund, and Fidelity Series
Equity-Income Fund, are incorporated herein by reference to Exhibit (g)(9) of Fidelity Financial
Trust's (File No. 002-79910) Post-Effective Amendment No. 45.

(12)	Appendix A, dated November 28, 2012, to the Custodian Agreement, dated January 1, 2007, between The Northern Trust Company and Fidelity Devonshire Trust on behalf of Fidelity Advisor
Series Equity-Income Fund, Fidelity Equity-Income Fund, Fidelity Series All-Sector Equity
Fund, and Fidelity Series Equity-Income Fund, is incorporated herein by reference to Exhibit
(g)(13) of Variable Insurance Products Fund II's (File No. 003-20773) Post-Effective Amendment
No. 64.

(13)	Appendix B, dated November 11, 2009, to the Custodian Agreement, dated January 1, 2007, between The Northern Trust Company and Fidelity Devonshire Trust on behalf of Fidelity Advisor
Series Equity-Income Fund, Fidelity Equity-Income Fund, Fidelity Series All-Sector Equity Fund,
and Fidelity Series Equity-Income Fund, is incorporated herein by reference to Exhibit (g)(13) of
Post-Effective Amendment No. 130.

(14)	Fidelity Group Repo Custodian Agreement among The Bank of New York (currently known as
The Bank of New York Mellon), J.P. Morgan Securities, Inc., and the Registrant, dated February
12, 1996, is incorporated herein by reference to Exhibit (8)(d) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective
Amendment No. 31.

(15)	Schedule 1 to the Fidelity Group Repo Custodian Agreement between The Bank of New York
(currently known as The Bank of New York Mellon) and the Registrant, dated February 12, 1996,
is incorporated herein by reference to Exhibit (8)(e) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment
No. 31.

(16)	Fidelity Group Repo Custodian Agreement among Chemical Bank, Greenwich Capital Markets,
Inc., and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit
(8)(f) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street
Trust) (File No. 002-74808) Post-Effective Amendment No. 31.

(17)	Schedule 1 to the Fidelity Group Repo Custodian Agreement between Chemical Bank and the
Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit (8)(g) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No.
002-74808) Post-Effective Amendment No. 31.

(18)	Joint Trading Account Custody Agreement between The Bank of New York (currently known as
The Bank of New York Mellon) and the Registrant, dated May 11, 1995, is incorporated herein by
reference to Exhibit (8)(h) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity
Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment No. 31.

(19)	First Amendment to Joint Trading Account Custody Agreement between The Bank of New York
(currently known as The Bank of New York Mellon) and the Registrant, dated July 14, 1995, is
incorporated herein by reference to Exhibit (8)(i) of Fidelity Institutional Cash Portfolios' (currently known as Fidelity Colchester Street Trust) (File No. 002-74808) Post-Effective Amendment
No. 31.

(20)	Schedule A-1, Part I dated March 2013, to the Fidelity Group Repo Custodian Agreements, Schedule 1s to the Fidelity Group Repo Custodian Agreements, Joint Trading Account Custody Agreement, and First Amendment to the Joint Trading Account Custody Agreement, between the respective parties and the Registrant, is incorporated herein by reference to Exhibit (g)(11) of Fidelity
Magellan Fund's (File No. 002-21461) Post-Effective Amendment No. 67.

(h)	Not applicable.

(i)	Not applicable.

(j)		To be filed by subsequent amendment.

(k)	Not applicable.

(l)	Not applicable.

(m)	(1)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Series Equity-Income
Fund is incorporated herein by reference to Exhibit (m)(1) of Post-Effective Amendment No. 141.

(2)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Series Stock Selector
Large Cap Value Fund is incorporated herein by reference to Exhibit (m)(2) of Post-Effective
Amendment No. 141.

(3)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Equity-Income Fund is incorporated herein by reference to Exhibit (m)(4) of Post-Effective Amendment No. 98.

(4)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Equity-Income Fund: Class K is
incorporated herein by reference to Exhibit (m)(2) of Post Effective Amendment No. 121.

(5)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Structured Large Cap Growth
Fund (currently known as Fidelity Large Cap Growth Fund) is incorporated herein by reference to
Exhibit (m)(3) of Post-Effective Amendment No. 105.

(6)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Growth
Fund: Class A is incorporated herein by reference to Exhibit (m)(9) of Post-Effective Amendment
No. 116.

(7)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Growth
Fund: Class T is incorporated herein by reference to Exhibit (m)(10) of Post-Effective Amendment
No. 116.

(8)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Growth
Fund: Class B is incorporated herein by reference to Exhibit (m)(11) of Post-Effective Amendment
No. 116.

(9)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Growth
Fund: Class C is incorporated herein by reference to Exhibit (m)(12) of Post-Effective Amendment No. 116.

(10)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Growth
Fund: Institutional Class is incorporated herein by reference to Exhibit (m)(13) of Post-Effective
Amendment No. 116.

(11)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Structured Mid Cap Value Fund
(currently known as Fidelity Mid Cap Value Fund) is incorporated herein by reference to Exhibit
(m)(2) of Post-Effective Amendment No. 105.

(12)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Mid Cap Value Fund:
Class A is incorporated herein by reference to Exhibit (m)(24) of Post-Effective Amendment No.
116.

(13)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Mid Cap Value Fund:
Class T is incorporated herein by reference to Exhibit (m)(25) of Post-Effective Amendment No.
116.

(14)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Mid Cap Value Fund:
Class B is incorporated herein by reference to Exhibit (m)(26) of Post-Effective Amendment No.
116.

(15)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Mid Cap Value Fund:
Class C is incorporated herein by reference to Exhibit (m)(27) of Post-Effective Amendment No.
116.

(16)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Mid Cap Value Fund:
Institutional Class is incorporated herein by reference to Exhibit (m)(28) of Post-Effective Amendment No. 116.

(17)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series All-Sector Equity Fund is
incorporated herein by reference to Exhibit (m)(29) of Post-Effective Amendment No. 124.

(18)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series All-Sector Equity Fund:
Class F is incorporated herein by reference to Exhibit (m)(31) of Post-Effective Amendment No.
127.

(19)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Equity-Income Fund is
incorporated herein by reference to Exhibit (m)(32) of Post-Effective Amendment No. 141.

(20)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Equity-Income Fund:
Class F is incorporated herein by reference to Exhibit (m)(33) of Post-Effective Amendment No.
141.

(21)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Large Cap Value Fund is
incorporated herein by reference to Exhibit (m)(30) of Post-Effective Amendment No. 124.

(22)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Large Cap Value Fund:
Class F is incorporated herein by reference to Exhibit (m)(33) of Post-Effective Amendment No.
127.

(23)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Stock Selector Large Cap
Value Fund is incorporated herein by reference to Exhibit (m)(36) of Post-Effective Amendment
No. 141.

(24)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Stock Selector Large Cap
Value Fund: Class F is incorporated herein by reference to Exhibit (m)(37) of Post-Effective
Amendment No. 141.

(25)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Structured Large Cap Value
Fund (currently known as Fidelity Stock Selector Large Cap Value Fund) is incorporated herein by
reference to Exhibit (m)(1) of Post-Effective Amendment No. 105.

(26)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Value Fund:
Class A (currently known as Fidelity Advisor Stock Selector Large Cap Value Fund: Class A) is
incorporated herein by reference to Exhibit (m)(14) of Post-Effective Amendment No. 116.

(27)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Value Fund:
Class T (currently known as Fidelity Advisor Stock Selector Large Cap Value Fund: Class T) is
incorporated herein by reference to Exhibit (m)(15) of Post-Effective Amendment No. 116.

(28)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Value Fund:
Class B (currently known as Fidelity Advisor Stock Selector Large Cap Value Fund: Class B) is
incorporated herein by reference to Exhibit (m)(16) of Post-Effective Amendment No. 116.

(29)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Value Fund:
Class C (currently known as Fidelity Advisor Stock Selector Large Cap Value Fund: Class C) is
incorporated herein by reference to Exhibit (m)(17) of Post-Effective Amendment No. 116.

(30)	Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Advisor Large Cap Value Fund:
Institutional Class (currently known as Fidelity Advisor Stock Selector Large Cap Value Fund: Institutional Class) is incorporated herein by reference to Exhibit (m)(18) of Post-Effective Amendment No. 116.

(n)	(1)	Amended and Restated Multiple Class of Shares Plan pursuant to Rule 18f-3 for Fidelity Funds with Retail, Retirement
and/or Advisor Classes, dated July 17, 2013, on behalf of Fidelity Devonshire Trust on behalf of Fidelity Equity-Income Fund, Fidelity Large Cap Growth Fund, Fidelity Mid Cap Value Fund, Fidelity Series All-Sector Equity Fund,
Fidelity Series Equity-Income Fund, Fidelity Series Large Cap Value Fund, Fidelity Series Stock Selector Large Cap
Value Fund, and Fidelity Stock Selector Large Cap Value Fund,is incorporated herein by reference to Exhibit(n)(1) of
Fidelity Contrafund's (File No. 002-25235) Post-Effective Amendment No. 82.

(2)	Schedule I (Equity), dated November 20, 2013, to the Amended and Restated Multiple Class of Shares Plan pursuant
to Rule 18f-3 for Fidelity Funds with Retail, Retirement and/or Advisor Classes, dated July 17, 2013, on behalf of Fidelity Devonshire Trust on behalf of Fidelity Equity-Income Fund, Fidelity Large Cap Growth Fund, Fidelity Mid Cap
Value Fund, Fidelity Series All-Sector Equity Fund, Fidelity Series Equity-Income Fund, Fidelity Series Large Cap
Value Fund, Fidelity Series Stock Selector Large Cap Value Fund, and Fidelity Stock Selector Large Cap Value Fund is
incorporated herein by reference to Exhibit(n)(2) of Fidelity Commonwealth Trust's (File No. 002-52322) Post-Effective Amendment No. 128.

(p)		The 2013 Code of Ethics, adopted by each fund and Fidelity Management & Research Company,
FMR Co., Inc., Fidelity Management & Research (Hong Kong) Limited, Fidelity Management &
Research (Japan) Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity Distributors
Corporation pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(1) of Fidelity
Salem Street Trust's (File No. 002-41839) Post-Effective Amendment No. 211.

Item 29.	Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other Fidelity funds,each of
which has Fidelity Management & Research Company, or an affiliate, or Geode Capital Management LLC, as its investment adviser. In addition, the officers of the Trust are substantially
identical to those of the other Fidelity funds. Nonetheless, the Trust takes the position that it is
not under common control with other Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.

Item 30.	Indemnification

Article XI, Section 2 of the Declaration of Trust sets forth the reasonable and fair means for
determining whether indemnification shall be provided to any past or present Trustee or officer. It
states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection
with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification
will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the
Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties (collectively, "disabling conduct"), or not to have acted in good faith
in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a
settlement, no indemnification may be provided unless there has been a determination, as specified
in the Declaration of Trust, that the officer or trustee did not engage in disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and
hold harmless the Distributor and each of its directors and officers and each person, if any, who
controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability,
claim, damages or expense (including the reasonable cost of investigating or defending any alleged
loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required to be stated or necessary in
order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the
Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor
or any person against any liability to the Issuer or its security holders to which the Distributor or
such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.

Pursuant to the agreement by which Fidelity Investments Institutional Operations Company,
Inc. ("FIIOC") is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC
harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel
fees and expenses) resulting from:

(1)	any claim, demand, action or suit brought by any person other than the Registrant,
including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on
and does not result from FIIOC's willful misfeasance, bad faith or negligence or reckless disregard
of duties, and arises out of or in connection with FIIOC's performance under the Transfer Agency
Agreement; or

(2)	any claim, demand, action or suit (except to the extent contributed to by FIIOC's
willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the
negligence of the Registrant, or from FIIOC's acting upon any instruction(s) reasonably believed
by it to have been executed or communicated by any person duly authorized by the Registrant, or
as a result of FIIOC's acting in reliance upon advice reasonably believed by FIIOC to have been
given by counsel for the Registrant, or as a result of FIIOC's acting in reliance upon any instrument
or stock certificate reasonably believed by it to have been genuine and signed, countersigned or
executed by the proper person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers or persons controlling the Registrant, the Registrant has been informed that in
the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.

Item 31.	Business and Other Connections of Investment Advisers

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)

FMR serves as investment adviser to a number of other investment companies. The directors and officers
of the Adviser have held, during the past two fiscal years, the following positions of a substantial nature.

|Abigail P. Johnson | Chairman of the Board of certain Trusts (2011); Chairman of the
Board and Director of FMR and FMRC (2011); Vice Chairman
and Director of FMR LLC.                                                                                                  
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                                                                    
|Peter S. Lynch     | Vice Chairman and Director of FMR and FMRC and a member
of the Advisory Board of funds advised by FMR.                                                                                                                                             
|                   |                                                                                                                                                                                                                                                    
|Jacques P. Perold  | President of FMR; President and Director of FIMM; Director of
SelectCo (2013).                                                                                                                                                                     
|                   |                                                                                                                                                                                                                                                    
|James C. Curvey    | Director of FMR, FMRC, FIMM, and FRAC; Director and Vice
Chairman of FMR LLC; Chairman of the Board of Trustees of
certain Trusts (2011); Trustee of funds advised by FMR.                                                                         
|                   |                                                                                                                                                                                                                                                    
|William E. Dailey  | Treasurer of FMR, FMRC, FMR H.K., FIMM (2012), and
SelectCo (2013); Director and Treasurer of FMR Japan and FMR
U.K. (2012); Chief Financial Officer of Asset Management.                                                                          
|                   |                                                                                                                                                                                                                                                    
|Scott C. Goebel    | Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM, FRAC, and SelectCo (2013);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of FMR H.K.                                                 
|                   |                                                                                                                                                                                                                                                    
|Joseph A. Hanlon   | Compliance Officer of FMR, FMRC, FRAC, FIMM, and FMR
H.K. Previously served as Compliance Officer of FMR Japan
(2013), FMR U.K. (2013), and Strategic Advisers, Inc. (2013).                                                                       
|                   |                                                                                                                                                                                                                                                    
|Charles M. Morgan  | Assistant Treasurer of FMR, Strategic Advisers, Fidelity
Distributors Corporation (FDC), and Pyramis Global Advisors,
LLC (2011); Executive Vice President, Assistant Treasurer, and
General Tax Counsel of FMR LLC (2011).                        
|                   |                                                                                                                                                                                                                                                    
|John J. Remondi    | Director of FMR, FMRC, FRAC, and FIMM; Director and
Executive Vice President of FMR LLC.                                                                                                                                                           
|                   |                                                                                                                                                                                                                                                    
|Peter D. Stahl     | Secretary of FDC (2013); Assistant Secretary of FMR, FMRC,
FMR Japan, FMR U.K., FRAC, FIMM, FMR LLC, and Strategic
Advisers, Inc. (2011). Previously served as Secretary of Strategic
Advisers, Inc. (2011), and Assistant Secretary of FDC (2013).
|                   |                                                                                                                                                                                                                                                    
|Linda J. Wondrack  | Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012), Strategic
Advisers, Inc. (2012), and SelectCo (2013).                                   

(2) FMR CO., INC. (FMRC)

FMRC provides investment advisory services to Fidelity Management & Research Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two
fiscal years.

|Abigail P. Johnson  | Chairman of the Board of certain Trusts (2011); Chairman of the
Board and Director of FMR and FMRC (2011); Vice Chairman
and Director of FMR LLC.                                                                                                  
|------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                                    
|Brian B. Hogan      | President of FMRC.                                                                                                                                                                                                                                 
|                    |                                                                                                                                                                                                                                                    
|Peter S. Lynch      | Vice Chairman and Director of FMR and FMRC and member of
the Advisory Board of funds advised by FMR.                                                                                                                                               
|                    |                                                                                                                                                                                                                                                    
|James C. Curvey     | Director of FMR, FMRC, FIMM, and FRAC; Director and Vice
Chairman of FMR LLC; Chairman of the Board of Trustees of
certain Trusts (2011); Trustee of funds advised by FMR.                                                                         
|                    |                                                                                                                                                                                                                                                    
|William E. Dailey   | Treasurer of FMR, FMRC, FMR H.K., FIMM (2012), and
SelectCo (2013); Director and Treasurer of FMR Japan and FMR
U.K. (2012); Chief Financial Officer of Asset Management.                                                                          
|                    |                                                                                                                                                                                                                                                    
|Ronald P. O'Hanley  | Director of FMRC, FIMM, FRAC and SelectCo (2013); President
of Asset Management and Corporate Services.                                                                                                                                            
|                    |                                                                                                                                                                                                                                                    
|Scott C. Goebel     | Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM, FRAC, and SelectCo (2013);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of FMR H.K.                                                 
|                    |                                                                                                                                                                                                                                                    
|Joseph A. Hanlon    | Compliance Officer of FMR, FMRC, FRAC, FIMM, and FMR
H.K. Previously served as Compliance Officer of FMR Japan
(2013), FMR U.K. (2013), and Strategic Advisers, Inc. (2013).                                                                       
|                    |                                                                                                                                                                                                                                                    
|John J. Remondi     | Director of FMR, FMRC, FRAC, and FIMM; Director and
Executive Vice President of FMR LLC.                                                                                                                                                           
|                    |                                                                                                                                                                                                                                                    
|Steven F. Schiffman | Treasurer of Strategic Advisers, Inc., FDC, and FMR LLC.
Assistant Treasurer of FMRC (2011), FMR Japan (2011), FMR
U.K. (2011), FRAC (2011), and FIMM (2011).                                                                                      
|                    |                                                                                                                                                                                                                                                    
|Peter D. Stahl      | Secretary of FDC (2013); Assistant Secretary of FMR, FMRC,
FMR Japan, FMR U.K., FRAC, FIMM, FMR LLC, and Strategic
Advisers, Inc. (2011). Previously served as Secretary of Strategic
Advisers, Inc. (2011), and Assistant Secretary of FDC (2013).
|                    |                                                                                                                                                                                                                                                    
|Linda J. Wondrack   | Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012), Strategic
Advisers, Inc. (2012), and SelectCo (2013).                                   

(3) FIDELITY MANAGEMENT & RESEARCH (HONG KONG) LIMITED (FMR H.K.)

FMR H.K. provides investment advisory services to Fidelity Management & Research Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past
two fiscal years.

|Markus K.E. Eichacker              | Chairman of the Board (2012), President (2012), Chief Executive
Officer (2012), Chief Investment Officer, Director, and Managing
Director of Research of FMR H.K.                                               
|---------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                   |                                                                                                                                                                                                                 
|Robert S. Bao                      | Director of FMR H.K. (2012).                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                 
|Christopher S. Bartel              | President (2012), Chief Executive Officer (2012), and Director
(2012) of FMR Japan; Director of FMR H.K. (2012).                                                                                                
|                                   |                                                                                                                                                                                                                 
|William E. Dailey                  | Treasurer of FMR, FMRC, FMR H.K., FIMM (2012), and
SelectCo (2013); Director and Treasurer of FMR Japan and FMR
U.K. (2012); Chief Financial Officer of Asset Management.                                       
|                                   |                                                                                                                                                                                                                 
|Scott C. Goebel                    | Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM, FRAC, and SelectCo (2013);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of FMR H.K.              
|                                   |                                                                                                                                                                                                                 
|Joseph A. Hanlon                   | Compliance Officer of FMR, FMRC, FRAC, FIMM, and FMR
H.K. Previously served as Compliance Officer of FMR Japan
(2013), FMR U.K. (2013), and Strategic Advisers, Inc. (2013).                                    
|                                   |                                                                                                                                                                                                                 
|Michael D. Kopfler                 | Director of FMR H.K. (2013).                                                                                                                                                                                    
|                                   |                                                                                                                                                                                                                 
|Linda J. Wondrack                  | Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012), Strategic
Advisers, Inc. (2012), and SelectCo (2013).
|                                   |                                                                                                                                                                                                                 
|Sharon Yau Lecornu                 | Director; Director of Investment Services-Asia of FMR H.K.                                                                                                                                                      
|                                   |                                                                                                                                                                                                                 
|Tricor Corporate Secretary Limited | Secretary of FMR H.K.                                                                                                                                                                                           

(4) FIDELITY MANAGEMENT & RESEARCH (JAPAN) INC. (FMR JAPAN)

FMR Japan provides investment advisory services to Fidelity Management & Research Company. The
directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the
past two fiscal years.

|Christopher S. Bartel | President (2012), Chief Executive Officer (2012), and Director
(2012) of FMR Japan; Director of FMR H.K. (2012).                                                                                                                                   
|--------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |                                                                                                                                                                                                                                                    
|William E. Dailey     | Treasurer of FMR, FMRC, FMR H.K., FIMM (2012), and
SelectCo (2013); Director and Treasurer of FMR Japan and FMR
U.K. (2012); Chief Financial Officer of Asset Management.                                                                          
|                      |                                                                                                                                                                                                                                                    
|Scott C. Goebel       | Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM, FRAC, and SelectCo (2013);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of FMR H.K.                                                 
|                      |                                                                                                                                                                                                                                                    
|Koichi Iwabuchi       | Compliance Officer of FMR Japan (2013).                                                                                                                                                                                                            
|                      |                                                                                                                                                                                                                                                    
|Steven F. Schiffman   | Treasurer of Strategic Advisers, Inc., FDC, and FMR LLC.
Assistant Treasurer of FMRC (2011), FMR Japan (2011), FMR
U.K. (2011), FRAC (2011), and FIMM (2011).                                                                                      
|                      |                                                                                                                                                                                                                                                    
|Peter D. Stahl        | Secretary of FDC (2013); Assistant Secretary of FMR, FMRC,
FMR Japan, FMR U.K., FRAC, FIMM, FMR LLC, and Strategic
Advisers, Inc. (2011). Previously served as Secretary of Strategic
Advisers, Inc. (2011), and Assistant Secretary of FDC (2013).
|                      |                                                                                                                                                                                                                                                    
|Takeya Suzuki         | Director of FMR Japan; Managing Director of Research, Japan of
FMR Japan.                                                                                                                                                                          
|                      |                                                                                                                                                                                                                                                    
|Linda J. Wondrack     | Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012), Strategic
Advisers, Inc. (2012), and SelectCo (2013).                                   

(5) FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)

FMR U.K. provides investment advisory services to Fidelity Management & Research Company and Fidelity Management Trust Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

|Mark D. Flaherty     | President (2013), Chief Executive Officer (2013), Director (2012),
Chief Investment Officer-Fixed-Income/U.K. (2012), and
Managing Director, Research (2012) of FMR U.K.                                                                           
|-------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                                                                                                                    
|Matthew Born         | Director (2013) and Managing Director, Research (2013) of FMR
U.K.                                                                                                                                                                                 
|                     |                                                                                                                                                                                                                                                    
|Robert P. Brown      | Director and Managing Director, Research of FMR U.K.;
Executive Vice President of FIMM.                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                    
|Lawrence J. Brindisi | Director, Executive Director and Executive Vice President of
FMR U.K.                                                                                                                                                                              
|                     |                                                                                                                                                                                                                                                    
|Timothy M. Cohen     | Director (2013) and Chief Investment Officer - Equity (2013) of
FMR U.K.                                                                                                                                                                           
|                     |                                                                                                                                                                                                                                                    
|William E. Dailey    | Treasurer of FMR, FMRC, FMR H.K., FIMM (2012), and
SelectCo (2013); Director and Treasurer of FMR Japan and FMR
U.K. (2012); Chief Financial Officer of Asset Management.                                                                          
|                     |                                                                                                                                                                                                                                                    
|Scott C. Goebel      | Senior Vice President, Secretary and General Counsel of FMR
and FMRC; Secretary of FIMM, FRAC, and SelectCo (2013);
Assistant Secretary of FMR Japan and FMR U.K.; Chief Legal
Officer of FMR H.K.                                                 
|                     |                                                                                                                                                                                                                                                    
|David Hamlin         | Managing Director, Research of FMR U.K.                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                    
|John B. McHale       | Managing Director, Research of FMR U.K.                                                                                                                                                                                                            
|                     |                                                                                                                                                                                                                                                    
|Steven F. Schiffman  | Treasurer of Strategic Advisers, Inc., FDC, and FMR LLC.
Assistant Treasurer of FMRC (2011), FMR Japan (2011), FMR
U.K. (2011), FRAC (2011), and FIMM (2011).                                                                                      
|                     |                                                                                                                                                                                                                                                    
|Peter D. Stahl       | Secretary of FDC (2013); Assistant Secretary of FMR, FMRC,
FMR Japan, FMR U.K., FRAC, FIMM, FMR LLC, and Strategic
Advisers, Inc. (2011). Previously served as Secretary of Strategic
Advisers, Inc. (2011), and Assistant Secretary of FDC (2013).
|                     |                                                                                                                                                                                                                                                    
|Adrian James Tyerman | Compliance Officer of FMR U.K. (2013).                                                                                                                                                                                                             
|                     |                                                                                                                                                                                                                                                    
|Linda J. Wondrack    | Chief Compliance Officer of FMR (2012), FMRC (2012), FMR
H.K. (2012), FMR U.K. (2012), FIMM (2012), FMR Japan
(2012), Pyramis Global Advisors, LLC (2012), Strategic
Advisers, Inc. (2012), and SelectCo (2013).                                   

Principal business addresses of the investment adviser, sub-advisers and affiliates.

Fidelity Management & Research Company (FMR)
245 Summer Street
Boston, MA 02210

FMR Co., Inc. (FMRC)
245 Summer Street
Boston, MA 02210

Fidelity Management & Research (Hong Kong) Limited (FMR H.K.)
Floor 19, 41 Connaught Road Central
Hong Kong

Fidelity Management & Research (Japan) Inc. (FMR Japan)
245 Summer Street
Boston, MA 02210

Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
245 Summer Street
Boston, MA 02210

Fidelity Research & Analysis Company (FRAC)
245 Summer Street
Boston, MA 02210

Fidelity SelectCo, LLC (SelectCo)
1225 17th Street
Denver, CO 80202-5541

Fidelity Investments Money Management, Inc. (FIMM)
245 Summer Street
Boston, MA 02210

FIL Investment Advisors (FIA)
Pembroke Hall
42 Crow Lane
Pembroke HM19, Bermuda

FIL Investment Advisors (UK) Limited (FIA(UK))
Oakhill House,
130 Tonbridge Road,
Hildenborough, TN11 9DZ, United Kingdom

FIL Investments (Japan) Limited (FIJ)
Shiroyama Trust Tower
4-3-1, Toranomon, Minato-ku, 
Tokyo 105-6019, Japan

Strategic Advisers, Inc.
245 Summer Street
Boston, MA 02210

FMR LLC
245 Summer Street
Boston, MA 02210

Fidelity Distributors Corporation (FDC)
100 Salem Street
Smithfield, RI 02917

Item 32.	Principal Underwriters

(a)	Fidelity Distributors Corporation (FDC) acts as distributor for all funds advised by FMR or an affiliate, as well as Fidelity Commodity Strategy Central Fund and Fidelity Series Commodity Strategy
Fund.

|(b)                 |                                      |                      
|------------------- | ------------------------------------ | ---------------------
|Name and Principal  | Positions and Offices                | Positions and Offices
|Business Address*   | with Underwriter                     | with Fund            
|Anthony Castella    | Controller                           | None                 
|Scott Couto         | President (2011) and Director
(2011) | None                 
|Natalie Kavanaugh   | Chief Legal Officer                  | None                 
|Harris Komishane    | Chief Financial Officer (2011)       | None                 
|William F. Loehning | Executive Vice President             | None                 
|Charles M. Morgan   | Assistant Treasurer (2011)           | None                 
|Steven Schiffman    | Treasurer                            | None                 
|Richard Siegelman   | Chief Compliance Officer (2011)      | None                 
|Peter D. Stahl      | Secretary (2013)                     | None                 
|Brian C. McLain     | Assistant Secretary (2013)           | None                 

* 100 Salem Street, Smithfield, RI

(c)	Not applicable.

Item 33.	Location of Accounts and Records

All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act and
the Rules promulgated thereunder are maintained by Fidelity Management & Research Company or Fidelity
Investments Institutional Operations Company, Inc., 245 Summer Street, Boston, MA 02210, or the funds' respective custodians, JPMorgan Chase Bank, 270 Park Avenue, New York, NY, State Street Bank & Trust Company, 1776 Heritage Drive, Quincy, MA, Citibank, N.A., 111 Wall Street, New York, NY, and The Northern
Trust Company, 50 South LaSalle Street, Chicago, IL 60675. JPMorgan Chase Bank, headquartered in New
York, also may serve as a special purpose custodian of certain assets of Fidelity Advisor Series Equity-Income
Fund, Fidelity Advisor Series Stock Selector Large Cap Value Fund, Fidelity Equity-Income Fund, Fidelity Large
Cap Growth Fund, Fidelity Mid Cap Value Fund, Fidelity Series All-Sector Equity Fund, Fidelity Series Equity-Income Fund, Fidelity Series Stock Selector Large Cap Value Fund, and Fidelity Stock Selector Large Cap Value
Fund in connection with repurchase agreement transactions. The Bank of New York Mellon, headquartered in
New York, also may serve as a special purpose custodian of certain assets in connection with repurchase agreement transactions.

Item 34.	Management Services

Not applicable.

Item 35.	Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 145 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the
16th day of January 2014.

|                                                                                                         | Fidelity Devonshire Trust
|-------------------------------------------------------------------------------------------------------- | -------------------------
|                                                                                                         | By                       
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||| |                          

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

|(Signature)                |   | (Title)                       | (Date)          
|-------------------------- | - | ----------------------------- | ----------------
|                           |   |                               |                 
|/s/Kenneth B. Robins       |   | President and Treasurer       | January 16, 2014
|Kenneth B. Robins          |   | (Principal Executive Officer) |                 
|                           |   |                               |                 
|/s/Christine Reynolds      |   | Chief Financial Officer       | January 16, 2014
|Christine Reynolds         |   | (Principal Financial Officer) |                 
|                           |   |                               |                 
|/s/James C. Curvey         | * | Trustee                       | January 16, 2014
|James C. Curvey            |   |                               |                 
|                           |   |                               |                 
|/s/Dennis J. Dirks         | * | Trustee                       | January 16, 2014
|Dennis J. Dirks            |   |                               |                 
|                           |   |                               |                 
|/s/Alan J. Lacy            | * | Trustee                       | January 16, 2014
|Alan J. Lacy               |   |                               |                 
|                           |   |                               |                 
|/s/Ned C. Lautenbach       | * | Trustee                       | January 16, 2014
|Ned C. Lautenbach          |   |                               |                 
|                           |   |                               |                 
|/s/Joseph Mauriello        | * | Trustee                       | January 16, 2014
|Joseph Mauriello           |   |                               |                 
|                           |   |                               |                 
|/s/Ronald P. O'Hanley      | * | Trustee                       | January 16, 2014
|Ronald P. O'Hanley         |   |                               |                 
|                           |   |                               |                 
|/s/Robert W. Selander      | * | Trustee                       | January 16, 2014
|Robert W. Selander         |   |                               |                 
|                           |   |                               |                 
|/s/Cornelia M. Small       | * | Trustee                       | January 16, 2014
|Cornelia M. Small          |   |                               |                 
|                           |   |                               |                 
|/s/William S. Stavropoulos | * | Trustee                       | January 16, 2014
|William S. Stavropoulos    |   |                               |                 
|                           |   |                               |                 
|/s/David M. Thomas         | * | Trustee                       | January 16, 2014
|David M. Thomas            |   |                               |                 

|* | By: | /s/Joseph R. Fleming                                                                      
|- | --- | ------------------------------------------------------------------------------------------
|  |     | Joseph R. Fleming,pursuant to a power of attorney dated August 1, 2013 and filed
herewith.

POWER OF ATTORNEY

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

|Fidelity Advisor Series I
Fidelity Advisor Series VIII
Fidelity Beacon Street Trust
Fidelity Capital Trust
Fidelity Central Investment Portfolios LLC
Fidelity Commonwealth Trust
Fidelity Concord Street Trust
Fidelity Congress Street Fund
Fidelity Contrafund
Fidelity Destiny Portfolios
Fidelity Devonshire Trust
Fidelity Exchange Fund
Fidelity Financial Trust | Fidelity Hanover Street Trust
Fidelity Hastings Street Trust
Fidelity Investment Trust
Fidelity Magellan Fund
Fidelity Mt. Vernon Street Trust
Fidelity Puritan Trust
Fidelity Securities Fund
Fidelity Summer Street Trust
Fidelity Trend Fund
Variable Insurance Products Fund
Variable Insurance Products Fund II
Variable Insurance Products Fund III
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

in addition to any other investment company for which Fidelity Management & Research Company ("FMR") or an affiliate acts as investment adviser and for which the undersigned individuals serve as Directors or Trustees (collectively, the "Funds"), hereby revoke all previous powers of attorney we have given to sign and otherwise act in our names and behalf in matters involving any investment company
for which FMR or an affiliate acts as investment adviser and hereby constitute and appoint Thomas C. Bogle, Joseph R. Fleming, John V.
O'Hanlon, Robert W. Helm and Anthony H. Zacharski, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of
the Funds on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective
Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith,
and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate,
to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the
Securities and Exchange Commission.  We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to
be done by virtue hereof.  This power of attorney is effective for all documents filed on or after August 1, 2013.

WITNESS our hands on this first day of August 2013.

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