<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Devonshire Trust
(Name of Registrant)
File No. 2-24389
</PAGE>
<PAGE>
FILE NO. 2-24389
Fidelity Devonshire Trust
: Fidelity Equity Income Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended January 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
23,360,191 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
62,795,569 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
39,435,378 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
39,435,378
$
1,544,033,339
Redemptions:
(39,435,378)
$
(1,309,539,738)
Net Sales Pursuant to Rule 24f-2:
0
$
234,493,601
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $80,860.43
Fidelity Devonshire Trust
:
Fidelity Equity Income Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-24389
Fidelity Devonshire Trust
: Fidelity Real Estate Investment Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended January 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
55,658,988 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
55,658,988 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
55,658,988
$
755,295,760
Redemptions:
(49,888,097)
$
(673,557,549)
Net Sales Pursuant to Rule 24f-2:
5,770,891
$
81,738,211
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $28,185.79
Fidelity Devonshire Trust
:
Fidelity Real Estate Investment Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-24389
Fidelity Devonshire Trust
: Spartan Long Term Government Bond Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended January 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
2,234,024 shares
(iv) Number of Securities Sold During Fiscal Year
15,527,302 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
13,764,302 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
13,764,302
$
147,021,095
Redemptions:
(13,764,302)
$
(147,021,095)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Devonshire Trust
:
Spartan Long Term Government Bond Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-24389
Fidelity Devonshire Trust
: Fidelity Utilities Income Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended January 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
43,900,509 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
43,900,509 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
43,900,509
$
620,982,259
Redemptions See Note (2) :
(43,900,509)
$
(620,982,259)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended January 31, 1995
, aggregated
56,032,632
and $799,856,807
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Devonshire Trust
:
Fidelity Utilities Income Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-24389
Fidelity Devonshire Trust
: Fidelity Mid-Cap Stock Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended January 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
26,950,947 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
26,950,947 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
26,950,947
$
287,355,752
Redemptions:
(14,266,644)
$
(152,527,365)
Net Sales Pursuant to Rule 24f-2:
12,684,303
$
134,828,387
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $46,492.87
Fidelity Devonshire Trust
:
Fidelity Mid-Cap Stock Fund
By John H. Costello
Assistant Treasurer
</PAGE>
March 17, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Devonshire Trust (the trust)
Fidelity Equity-Income Fund
Fidelity Mid-Cap Stock Fund
Fidelity Real Estate Investment Portfolio
Fidelity Utilities Fund
Spartan Long-Term Government Bond Fund (the funds)
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Devonshire Trust (the "trust") was organized as a
Massachusetts corporation on December 16, 1965 under the name
Everest Income Fund, Inc. Its name was changed to Everest Fund,
Inc. pursuant to Articles of Amendment filed February 27, 1969
and to Fidelity Equity-Income Fund, Inc. pursuant to Articles of
Amendment filed on July 25, 1975. On May 31, 1985, Fidelity
Equity-Income Fund, Inc. was reorganized as a Massachusetts
business trust at which time its name was changed to Fidelity
Equity-Income Fund. Its name was further changed to Fidelity
Devonshire Trust by vote of the Board of Trustees on December
19, 1986 and an amended and restated Declaration of Trust was
filed with the office of the Secretary of the Commonwealth of
Massachusetts on January 16, 1987; supplements to the
Declaration of Trust were filed with the office of the Secretary of
the Commonwealth of Massachusetts on March 24, 1987 and
December 15, 1989, respectively. An amended and restated
Declaration of Trust, dated March 17, 1994, was filed with the
office of the Secretary of the Commonwealth of Massachusetts on
April 14, 1994.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the trust shall be divided into such transferable
shares of one or more separate and distinct Series as the Trustees
shall from time to time create and establish. The number of Shares
is unlimited and each Share shall be without par value and shall be
fully paid and nonassessable. The Trustees shall have full power
and authority, in their sole discretion and without obtaining any
prior authorization or vote of the Shareholders of the trust to create
and establish (and to change in any manner) Shares with such
preferences, voting powers, rights and privileges as the Trustees
may from time to time determine, to divide or combine the Shares
into a greater or lesser number, to classify or reclassify any issued
Shares into one or more Series of Shares, to abolish any one or
more Series of Shares, and to take such other action with respect to
the Shares as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept investments
in the trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate Series is authorized to
invest, valued as provided in Article X, Section 3. After the date of
the initial contribution of capital, the number of Shares to represent
the initial contribution may in the Trustees' discretion be considered
as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the trust.
Subsequent investments in the trust shall be credited to each
Shareholder's account in the form of full shares at the net asset
value per share next determined after the investment is received;
provided, however, that the Trustees may, in their sole discretion,
(a) impose a sales charge upon investments in the trust and (b) issue
fractional shares.
By a vote adopted on April 26, 1985, and amended on May 4,
1985, the Board of Trustees authorized the issue and sale, from
time to time, of an unlimited number of shares of beneficial interest
of this trust in accordance with the terms included in the then
current Prospectus and Statement of Additional Information and
subject to the limitations of the Declaration of Trust and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the trust intends to file with the Securities
and Exchange Commission a Notice making definite the registration
of 179,710,124 shares of the trust (the "Shares") sold in reliance
upon Rule 24f-2 during the fiscal year ended January 31, 1995.
I am of the opinion that all necessary trust action precedent to the
issue of the Shares has been duly taken, and that the Shares were
legally and validly issued, and are fully paid and nonassessable,
except as described in the fund's Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the trust
that it or its agent received consideration for the Shares in
accordance with the Declaration of Trust, and I express no opinion
as to compliance with the Securities Act of 1933, the Investment
Company Act of 1940, or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.
Very truly yours,
Arthur S. Loring, Esq.
Vice President - Legal
