SUPPLEMENT TO THE FIDELITY SMALL CAP STOCK FUND, FIDELITY MID-CAP
STOCK FUND AND
FIDELITY LARGE CAP STOCK FUND
JUNE 26, 1999 PROSPECTUS
On April 20, 2000, the Board of Trustees of Fidelity Small Cap
Stock Fund authorized the reduction of the fund's redemption fee from
3.00% to 2.00%. Redemptions after April 28, 2000 of shares held less
than three years will be subject to a redemption fee of 2.00% of the
amount redeemed.
The following information replaces similar information found in the
"Fee Table" section beginning on page 6.
SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)
Sales charge (load) on None
purchases and reinvested
distributions
Deferred sales charge (load) None
on redemptions
Redemption fee on shares held 2.00%
less than three years (as a
% of amount redeemed) for
Small Cap Stock only
Annual account maintenance $12.00
fee (for accounts under
$2,500)
ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)
SMALL CAP STOCK Management fee 0.73%
Distribution and Service None
(12b-1) fee
Other expenses 0.31%
Total annual fund operating 1.04%
expenses
MID-CAP STOCK Management fee 0.50%
Distribution and Service None
(12b-1) fee
Other expenses 0.27%
Total annual fund operating 0.77%
expenses
LARGE CAP STOCK Management fee 0.54%
Distribution and Service None
(12b-1) fee
Other expenses 0.39%
Total annual fund operating 0.93%
expenses
The following information replaces similar information found in the
"Fee Table" section beginning on page 6.
Account open Account closed
SMALL CAP STOCK 1 year $ 106 $ 314
3 years $ 331 $ 331
5 years $ 574 $ 574
10 years $ 1,271 $ 1,271
MID-CAP STOCK 1 year $ 79 $ 79
3 years $ 246 $ 246
5 years $ 428 $ 428
10 years $ 954 $ 954
LARGE CAP STOCK 1 year $ 95 $ 95
3 years $ 296 $ 296
5 years $ 515 $ 515
10 years $ 1,143 $ 1,143
T he following information replaces similar information found in the
"Selling Shares" section on page 16.
Small Cap Stock will deduct a trading fee of 2.00% from the redemption
amount if you sell your shares after holding them less than three
years. This fee is paid to the fund rather than Fidelity, and is
designed to offset the brokerage commissions, market impact, and other
costs associated with fluctuations in fund asset levels and cash flow
caused by short-term shareholder trading.
The following information replaces similar information found in the
"Fund Management" section on page 25.
(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East) serves as a sub-adviser for each fund. FMR Far East was
organized in 1986 to provide investment research and advice to FMR.
Currently, FMR Far East provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for each fund.
The following information supplements similar information found in the
"Fund Management" section on page 25.
(small solid bullet) Fidelity Investments Japan Ltd. (FIJ), in Tokyo,
Japan, serves as a sub-adviser for each fund. As of September 28,
1999, FIJ had approximately $16.3 billion in discretionary assets
under management. Currently, FIJ provides investment research and
advice on issuers based outside the United States for each fund.
The following information replaces similar information found in the
"Fund Management" section on page 25.
FMR pays FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.
Effective August 2, 1999, the following information replaces similar
information found in the "Fund Management" section on page 25.
David Felman is vice president and manager of Mid-Cap Stock Fund. He
also manages other Fidelity funds. Mr. Felman joined Fidelity as an
analyst in 1993.
SUPPLEMENT TO THE
FIDELITY SMALL CAP STOCK FUND,
FIDELITY MID-CAP STOCK FUND AND
FIDELITY LARGE CAP STOCK FUND
FUNDS OF FIDELITY COMMONWEALTH TRUST
JUNE 26, 1999
STATEMENT OF ADDITIONAL INFORMATION
On April 20, 2000, the Board of Trustees of Fidelity Small Cap
Stock Fund authorized the reduction of the fund's redemption fee from
3.00% to 2.00%. Redemptions after April 28, 2000 of shares held less
than three years will be subject to a redemption fee of 2.00% of the
amount redeemed.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "INVESTMENT LIMITATIONS OF LARGE CAP STOCK" IN THE "INVESTMENT
POLICIES AND LIMITATIONS" SECTION BEGINNING ON PAGE 2.
(1) 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.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER
THE HEADING "CALCULATING HISTORICAL FUNDS RESULTS" IN THE
"PERFORMANCE" SECTION BEGINNING ON PAGE 16.
For Small Cap Stock, returns do not include the effect of the fund's
2.00% trading fee, applicable to shares held less than three years.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER
THE HEADING "HISTORICAL FUNDS RESULTS" IN THE "PERFORMANCE" SECTION
BEGINNING ON PAGE 16.
Explanatory Notes: With an initial investment of $10,000 in Small Cap
Stock on March 12, 1998, the net amount invested in fund shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $10,020. If distributions had not
been reinvested, the amount of distributions earned from the fund over
time would have been smaller, and cash payments for the period would
have amounted to $20 for dividends and $0 for capital gain
distributions. The figures in the table do not include the effect of
the fund's 2.00% trading fee applicable to shares held less than three
years.
THE FOLLOWING INFORMATION HAS BEEN REMOVED FROM THE "TRUSTEES AND
OFFICERS" SECTION BEGINNING ON PAGE 20.
J. GARY BURKHEAD (57), Member of the Advisory Board (1997), is Vice
Chairman and a Member of the Board of Directors of FMR Corp. (1997)
and President of Fidelity Personal Investments and Brokerage Group
(1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.
E. BRADLEY JONES (71), Trustee. Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company.
He is a Director of TRW Inc. (original equipment and replacement
products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO Industries, Inc. (mining and
manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as a
Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board and
President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.
RICHARD A. SILVER (52), Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).
LEONARD M. RUSH (53), Assistant Treasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity
funds, Mr. Rush was Chief Compliance Officer of FMR Corp. (1993-1994)
and Chief Financial Officer of Fidelity Brokerage Services, Inc.
(1990-1993).
THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND IN
THE "TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 20.
NED C. LAUTENBACH (55), Trustee (2000), has been a partner of Clayton,
Dubilier & Rice, Inc. (private equity investment firm) since September
1998. Mr. Lautenbach was Senior Vice President of IBM Corporation from
1992 until his retirement in July 1998. From 1993 to 1995 he was
Chairman of IBM World Trade Corporation. He also was a member of IBM's
Corporate Executive Committee from 1994 to July 1998. He is a Director
of PPG Industries Inc. (glass, coating and chemical manufacturer),
Dynatech Corporation (global communications equipment), Eaton
Corporation (global manufacturer of highly engineered products) and
ChoicePoint Inc. (data identification, retrieval, storage, and
analysis).
ROBERT A. DWIGHT (41), is Treasurer of Small Cap Stock, Mid-Cap
Stock, and Large Cap Stock (2000). Mr. Dwight also serves as Treasurer
of other Fidelity funds (2000) and is an employee of FMR. Prior to
becoming Treasurer of the Fidelity funds, he served as President of
Fidelity Accounting and Custody Services (FACS). Before joining
Fidelity, Mr. Dwight was Senior Vice President of fund accounting
operations for The Boston Company.
MARIA F. DWYER (41), Deputy Treasurer (2000), is Deputy Treasurer of
the Fidelity funds and is a Vice President (1999) and an employee
(1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director
of Compliance for MFS Investment Management.
THE FOLLOWING INFORMATION REPLACES THE COMPENSATION TABLE FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 20.
The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended April 30, 1999, or calendar
year ended December 31, 1998, as applicable.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMPENSATION TABLE
Trustees Aggregate Compensation from Aggregate Compensation from Aggregate Compensation from
Small Cap StockB Mid-Cap StockB Large Cap StockB
Edward C. Johnson 3d** $ 0 $ 0 $ 0
Ralph F. Cox $ 191 $ 573 $ 81
Phyllis Burke Davis $ 188 $ 562 $ 80
Robert M. Gates $ 192 $ 574 $ 81
E. Bradley Jones**** $ 190 $ 569 $ 81
Donald J. Kirk $ 193 $ 578 $ 82
Ned C. Lautenbach*** $ 0 $ 0 $ 0
Peter S. Lynch** $ 0 $ 0 $ 0
William O. McCoy $ 192 $ 574 $ 81
Gerald C. McDonough $ 235 $ 702 $ 100
Marvin L. Mann $ 192 $ 574 $ 81
Robert C. Pozen** $ 0 $ 0 $ 0
Thomas R. Williams $ 192 $ 574 $ 81
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
COMPENSATION TABLE
Trustees Total Compensation from the
Fund Complex*,A
Edward C. Johnson 3d** $ 0
Ralph F. Cox $ 223,500
Phyllis Burke Davis $ 220,500
Robert M. Gates $ 223,500
E. Bradley Jones**** $ 222,000
Donald J. Kirk $ 226,500
Ned C. Lautenbach*** $ 0
Peter S. Lynch** $ 0
William O. McCoy $ 223,500
Gerald C. McDonough $ 273,500
Marvin L. Mann $ 220,500
Robert C. Pozen** $ 0
Thomas R. Williams $ 223,500
</TABLE>
* Information is for the calendar year ended December 31, 1998 for 237
funds in the complex.
** Interested Trustees of the funds are compensated by FMR.
*** During the period from October 14, 1999 through December 31, 1999,
Mr. Lautenbach served as a Member of the Advisory Board. Effective
January 1, 2000, Mr. Lautenbach serves as a Member of the Board of
Trustees.
**** Mr. Jones served on the Board of Trustees through December 31,
1999.
A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1998, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $55,039; Marvin L. Mann, $55,039; Thomas R.
Williams, $63,433; and William O. McCoy, $55,039.
B Compensation figures include cash.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "COMPUTING THE PERFORMANCE ADJUSTMENT" IN THE "MANAGEMENT
CONTRACTS" SECTION BEGINNING ON PAGE 24.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for each of Small
Cap Stock, Mid-Cap Stock, and Large Cap Stock is subject to upward or
downward adjustment, depending upon whether, and to what extent, the
fund's investment performance for the performance period exceeds, or
is exceeded by, the record over the same period of the Russell 2000
for Small Cap Stock, S&P MidCap 400 for Mid-Cap Stock or S&P 500 for
Large Cap Stock. The performance period for Small Cap Stock, Mid-Cap
Stock, and Large Cap Stock commenced on April 1, 1998, April 1, 1994,
and July 1, 1995, respectively. Starting with the twelfth month, the
performance adjustment takes effect. Each month subsequent to the
twelfth month, a new month is added to the performance period until
the performance period includes 36 months. Thereafter, the performance
period consists of the most recent month plus the previous 35 months.
Each percentage point of difference, calculated to the nearest 0.01%
(up to a maximum difference of (plus/minus)10.00) is multiplied by a
performance adjustment rate of 0.02%.
THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND IN
THE "CONTROL OF INVESTMENT ADVISERS" SECTION BEGINNING ON PAGE 23.
Fidelity International Limited (FIL), a Bermuda company formed in
1968, is the ultimate parent company of Fidelity Investments Japan
Ltd. (FIJ). Edward C. Johnson 3d, Johnson family members, and various
trusts for the benefit of the Johnson family own, directly or
indirectly, more than 25% of the voting common stock of FIL. FIL
provides investment advisory services to non-U.S. investment companies
and institutional investors investing in securities throughout the
world.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION BEGINNING ON PAGE 24.
SUB-ADVISERS. On behalf of each fund, FMR has entered into
sub-advisory agreements with FMR U.K. and FMR Far East. Pursuant to
the sub-advisory agreements, FMR may receive from the sub-advisers
investment research and advice on issuers outside the United States
and FMR may grant the sub-advisers investment management authority as
well as the authority to buy and sell securities if FMR believes it
would be beneficial to the funds.
THE FOLLOWING INFORMATION SUPPLEMENTS SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION BEGINNING ON PAGE 24.
On behalf of each fund, FMR Far East has entered into a sub-advisory
agreement with FIJ pursuant to which FMR Far East may receive from FIJ
investment research and advice relating to Japanese issuers (and such
other Asian issuers as FMR Far East may designate).
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION BEGINNING ON PAGE 24.
For providing non-discretionary investment advice and research
services, FMR pays FMR U.K. and FMR Far East fees equal to 110% and
105%, respectively, of FMR U.K.'s and FMR Far East's costs incurred in
connection with providing investment advice and research services. For
providing non-discretionary investment advice and research services,
FMR Far East pays FIJ a fee equal to 100% of FIJ's costs incurred in
connection with providing investment advice and research services for
a fund to FMR Far East.
THE FOLLOWING INFORMATION REPLACES THE "GROUP FEE RATE" AND "EFFECTIVE
ANNUAL FEE RATE" SCHEDULES FOUND ON PAGE 25.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate
0 - $3 billion .5200% $ 1 billion .5200%
3 - 6 .4900 50 .3823
6 - 9 .4600 100 .3512
9 - 12 .4300 150 .3371
12 - 15 .4000 200 .3284
15 - 18 .3850 250 .3219
18 - 21 .3700 300 .3163
21 - 24 .3600 350 .3113
24 - 30 .3500 400 .3067
30 - 36 .3450 450 .3024
36 - 42 .3400 500 .2982
42 - 48 .3350 550 .2942
48 - 66 .3250 600 .2904
66 - 84 .3200 650 .2870
84 - 102 .3150 700 .2838
102 - 138 .3100 750 .2809
138 - 174 .3050 800 .2782
174 - 210 .3000 850 .2756
210 - 246 .2950 900 .2732
246 - 282 .2900 950 .2710
282 - 318 .2850 1,000 .2689
318 - 354 .2800 1,050 .2669
354 - 390 .2750 1,100 .2649
390 - 426 .2700 1,150 .2631
426 - 462 .2650 1,200 .2614
462 - 498 .2600 1,250 .2597
498 - 534 .2550 1,300 .2581
534 - 587 .2500 1,350 .2566
587 - 646 .2463 1,400 .2551
646 - 711 .2426
711 - 782 .2389
782 - 860 .2352
860 - 946 .2315
946 - 1,041 .2278
1,041 - 1,145 .2241
1,145 - 1,260 .2204
over - 1,260 .2167
</TABLE>
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"DESCRIPTION OF THE TRUST" SECTION BEGINNING ON PAGE 28.
AUDITOR. PricewaterhouseCoopers LLP, 160 Federal Street, Boston,
Massachusetts, served as independent accountant for Fidelity Mid-Cap
Stock Fund for the fiscal period ended April 30, 1999. The auditor
examined financial statements for the fund and provided other audit,
tax, and related services.
Deloitte & Touche LLP, 200 Berkeley Street, Boston, Massachusetts,
serves as independent accountant for Fidelity Large Cap Stock Fund and
Fidelity Small Cap Stock Fund. Effective September 16, 1999, Deloitte
& Touche LLP, 200 Berkeley Street, Boston, Massachusetts, serves as
independent accountant for Fidelity Mid-Cap Stock Fund for the period
ending April 30, 2000. The auditor examines financial statements for
the funds and provides other audit, tax, and related services.
THE FOLLOWING INFORMATION REPLACES THE SECOND PARAGRAPH FOUND UNDER
THE HEADING "SHAREHOLDER LIABILITY" IN THE "DESCRIPTION OF THE TRUST"
SECTION BEGINNING ON PAGE 28.
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 FOLLOWING INFORMATION REPLACES THE THIRD PARAGRAPH FOUND UNDER THE
HEADING "VOTING RIGHTS" IN THE "DESCRIPTION OF THE TRUST" SECTION
BEGINNING ON PAGE 28.
The trust or any of its funds may be terminated upon the sale of its
assets to, or merger with, another open-end management investment
company or series thereof, or upon liquidation and distribution of its
assets. Generally, the merger of the trust or a fund with another
entity or the sale of substantially all of the assets of the trust or
a fund to another entity requires approval by a vote of shareholders
of the trust or the fund. The Trustees may, however, reorganize or
terminate the trust or any of its funds 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, shareholders of
that fund are entitled to receive the underlying assets of the fund
available for distribution.
