FIDELITY CAPITAL TRUST, DEF 14A, 1994-08-29

FIDELITY CAPITAL TRUST
DEF 14A, 1994-08-29

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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[ ] Preliminary Proxy Statement

[ ] Preliminary Additional Materials

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-11(e) or Sec. 240.14a-12

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(Name of Registrant as Specified In Its Charter) Fidelity Capital
Trust

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(Name of Person(s) Filing Proxy Statement) Arthur S. Loring, Secretary

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Payment of Filing Fee (Check the appropriate box):

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[ ] $125 per Exchange Act Rules 0-11(c)(ii), 14a-6(j) (1), or 14a-6(j) (2).

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(j) (3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(j) (4) and 0-11.

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(1) Title of each class of securities to which

transaction applies:

(2) Aggregate number of securities to which

transaction applies:

(3) Per unit price or other underlying value of transaction

computed pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

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[X] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)

and identify the filing for which the offsetting fee was paid previously. Identify the

previous filing by registration statement number, or the Form or Schedule and the date of

its filing.

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(1) Amount Previously Paid: $125

(2) Form, Schedule or Registration Statement No.: 811-2841

(3) Filing Party: Registrant

(4) Date Filed: July 20, 1994

FIDELITY CAPITAL APPRECIATION FUND
FIDELITY VALUE FUND
FIDELITY DISCIPLINED EQUITY FUND
FIDELITY STOCK SELECTOR
FUNDS OF
FIDELITY CAPITAL TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Capital Appreciation Fund, Fidelity Value Fund,
Fidelity Disciplined Equity Fund, and Fidelity Stock Selector (the funds)
will be held at the office of Fidelity Capital Trust (the trust), 82
Devonshire Street, Boston, Massachusetts 02109 on October 26, 1994, at 9:00
a.m. The purpose of the Meeting is to consider and act upon the following
proposals, and to transact such other business as may properly come before
the Meeting or any adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify the selection of Coopers & Lybrand L.L.P. as independent
accountants of the trust.
3. To amend the Declaration of Trust to provide dollar-based voting rights
for shareholders of the trust.
4. To amend the Declaration of Trust regarding shareholder notification of
appointment of Trustees.
5. To amend the Declaration of Trust to provide each fund with the ability
to invest all of its assets in another open-end investment company with
substantially the same investment objective and policies.
6. To adopt a new fundamental investment policy for each fund permitting a
fund to invest all of its assets in another open-end investment company
with substantially the same investment objective and policies.
7. To approve an amended management contract for Fidelity Capital
Appreciation Fund, Fidelity Disciplined Equity Fund, and Fidelity Stock
Selector.
8. To approve an amended management contract for Fidelity Value
Fund.
9. To approve a Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Disciplined Equity Fund and Fidelity Stock Selector.
10. To approve a new Sub-Advisory Agreement with FMR Far East for each
fund.
11. To approve a new Sub-Advisory Agreement with FMR U.K. for each fund.
12 . To eliminate Fidelity Capital Appreciation Fund's and Fidelity Value
Fund's fundamental investment policies concerning investment for temporary
defensive purposes.
13. To amend Fidelity Value Fund's fundamental investment limitation
concerning diversification.
14. To amend each fund's fundamental investment limitation concerning real
estate.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
15. To amend Fidelity Capital Appreciation Fund's, Fidelity Disciplined
Equity Fund's, and Fidelity Stock Selector's fundamental investment
limitation concerning diversification.
16. To amend Fidelity Capital Appreciation Fund's, Fidelity Value Fund's,
and Fidelity Disciplined Equity Fund's fundamental investment limitation
concerning the issuance of senior securities.
17. To eliminate each fund's fundamental investment limitation concerning
short sales of securities.
18. To eliminate each fund's fundamental investment limitation concerning
margin purchases.
19. To amend each fund's fundamental investment limitation concerning
borrowing.
20. To amend Fidelity Value Fund's, Fidelity Disciplined Equity Fund's,
and Fidelity Stock Selector's fundamental investment limitation concerning
the concentration of the funds' investments within a single
industry.
21. To amend Fidelity Capital Appreciation Fund's fundamental investment
limitation concerning underwriting.
22. To amend Fidelity Disciplined Equity Fund's and Fidelity Stock
Selector's fundamental investment limitation and to adopt a fundamental
investment limitation for Fidelity Capital AppreciatIon Fund concerning the
purchase and sale of physical commodities.
23. To amend Fidelity Capital Appreciation Fund's, Fidelity Value Fund's,
and Fidelity Disciplined Equity Fund's fundamental investment limitation
concerning lending.
24. To eliminate Fidelity Capital Appreciation Fund's and Fidelity Value
Fund's fundamental investment limitation concerning investment in other
investment companies.
25. To eliminate Fidelity Value Fund's fundamental investment limitation
concerning investments in securities of newly-formed issuers.
26. To eliminate Fidelity Value Fund's fundamental investment limitation
concerning investments in oil, gas, and other mineral exploration programs.
The Board of Trustees has fixed the close of business on August 29, 1994
as the record date for the determination of the shareholders of each fund
entitled to notice of, and to vote at, such Meeting and any adjournments
thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
August 29, 1994
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE TO THE FUNDS, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR
SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help you avoid the time and expense to the funds involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID
SIGNATURE

A. 1) ABC Corp. John Smith,
Treasurer

2) ABC Corp. John Smith,
Treasurer

c/o John Smith, Treasurer

B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee

2) ABC Trust Ann B. Collins,
Trustee

3) Ann B. Collins, Trustee Ann B. Collins,
Trustee

u/t/d 12/28/78

C. 1) Anthony B. Craft, Cust. Anthony B. Craft

f/b/o Anthony B. Craft, Jr.

UGMA

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY CAPITAL APPRECIATION FUND
FIDELITY VALUE FUND
FIDELITY DISCIPLINED EQUITY FUND
FIDELITY STOCK SELECTOR
TO BE HELD ON OCTOBER 26, 1994
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity
Capital Trust (the trust) to be used at the Special Meeting of Shareholders
of Fidelity Capital Appreciation Fund, Fidelity Value Fund, Fidelity
Disciplined Equity Fund, and Fidelity Stock Selector, and at any
adjournments thereof (the Meeting), to be held October 26, 1994 at 9:00
a.m. at 82 Devonshire Street, Boston, Massachusetts 02109, the principal
executive office of the trust. The purpose of the Meeting is set forth in
the accompanying Notice. The solicitation is made primarily by the mailing
of this Proxy Statement and the accompanying proxy card on or about August
29, 1994. Supplementary solicitations may be made by mail, telephone,
telegraph, or by personal interview by representatives of the trust. The
expenses in connection with preparing this Proxy Statement and its
enclosures and of all solicitations will be paid by the funds. The funds
will reimburse brokerage firms and others for their reasonable expenses in
forwarding solicitation material to the beneficial owners of shares.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person. All proxy cards solicited by the Board of
Trustees that are properly executed and received by the Secretary prior to
the Meeting, and which are not revoked, will be voted at the Meeting.
Shares represented by such proxies will be voted in accordance with the
instructions thereon. If no specification is made on a proxy card, it will
be voted FOR the matters specified on the proxy card. All proxies not
voted, including broker non-votes, will not be counted toward establishing
a quorum. Shareholders should note that while votes to ABSTAIN will count
toward establishing a quorum, passage of any proposal being considered at
the Meeting will occur only if a sufficient number of votes are cast FOR
the proposal. Accordingly, votes to ABSTAIN and votes AGAINST will have the
same effect in determining whether the proposal is approved.
If a quorum is present at the Meeting, but sufficient votes to approve one
or more of the proposed items are not received, or if other matters arise
requiring shareholder attention, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by proxy.
When voting on a proposed adjournment, the persons named as proxies will
vote FOR the proposed adjournment all shares that they are entitled
to vote with respect to each item, unless directed to vote AGAINST the
item, in which case such shares will be voted against the proposed
adjournment with respect to that item. A shareholder vote may be taken on
one or more of the items in this Proxy Statement prior to such adjournment
if sufficient votes have been received and it is otherwise appropriate. A
copy of each fund's annual report for the fiscal period ended
October 31, 1993 has been mailed or delivered to respective
shareholders of each fund entitled to vote at the meeting.
Shares of each fund issued and outstanding as of July 31 , 1994 are
indicated in the following table:
FIDELITY CAPITAL APPRECIATION FUND 101,130,268
FIDELITY VALUE FUND 66,149,161
FIDELITY DISCIPLINED EQUITY FUND 52,020,281
FIDELITY STOCK SELECTOR 39,882,863
To the knowledge of the trust, no shareholder owned of record or
beneficially more than 5% of the total outstanding shares of any of
the funds on that date. Shareholders of record at the close of business on
August 29, 1994 will be entitled to vote at the Meeting. Each such
shareholder will be entitled to one vote for each share held on that date.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT
TO APPROVE PROPOSALS 1 AND 2. APPROVAL OF PROPOSAL 3 REQUIRES THE
AFFIRMATIVE VOTE OF A MAJORITY OF OUTSTANDING VOTING SECURITIES OF THE
TRUST AND OF EACH FUND OF THE TRUST AND, PROPOSALS 4 AND 5,
REQUIRE A MAJORITY OF THE OUTSTANDING SHARES OF THE ENTIRE
TRUST. APPROVAL OF PROPOSALS 6 THROUGH 26 REQUIRES THE AFFIRMATIVE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES'' OF THE
APPROPRIATE FUNDS. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT),
A "MAJORITY VOTE OF THE OUTSTANDING VOTING SECURITIES'' MEANS THE
AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE SHARES OF THE
TRUST OR A FUND PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE
HOLDERS OF MORE THAN 50% OF THE OUTSTANDING SHARES ARE PRESENT OR
REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING SHARES.
1. TO ELECT A BOARD OF TRUSTEES.
Pursuant to the provisions of the Declaration of Trust of Fidelity Capital
Trust, the Trustees have determined that the number of Trustees shall be
fixed at twelve. It is intended that the enclosed proxy card will be voted
for the election as Trustees of the twelve nominees listed below, unless
such authority has been withheld in the proxy card.
Except for Mr. Mann, all nominees named below are currently Trustees of
Fidelity Capital Trust and have served in that capacity continuously since
originally elected or appointed. Mr. Cox, Mrs. Davis, Mr. Jones, and Mr.
Lynch were selected by the trust's Nominating and Administration Committee
(see page ) and were appointed to the Board in November 1991, December,
1992 , May 1990, and April 1990, respectively. None of the nominees is
related to one another. Those nominees indicated by an asterisk (*) are
"interested persons" of the trust by virtue of, among other things, their
affiliation with either the trust, the funds' investment adviser, Fidelity
Management & Research Company (FMR, or the Adviser), or the funds'
distribution agent, Fidelity Distributors Corporation (FDC). Each of the
nominees is currently a Trustee or General Partner, as the case may be, of
other funds advised by FMR.
In the election of Trustees, those twelve nominees receiving the highest
number of votes cast at the Meeting, providing a quorum is present, shall
be elected.

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Nominee Principal Occupation* * Year of
(Age) Election or
Appointme
nt

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*J. Gary Burkhead Senior Vice President, is 1987
82 Devonshire Street President of FMR; and President
Boston, MA and a Director of FMR Texas
(53) Inc. (1989), Fidelity
Management & Research (U.K.)
Inc., and Fidelity Management &
Research (Far East) Inc.

Ralph F. Cox Consultant to Western Mining 1991
200 Rivercrest Drive Corporation (1994). Prior to
Fort Worth, TX February 1994, he was
(62) President of Greenhill Petroleum
Corporation (petroleum
exploration and production,
1990). Until March 1990, Mr.
Cox was President and Chief
Operating Officer of Union
Pacific Resources Company
(exploration and production). He
is a Director of Bonneville Pacific
Corporation (independent power,
1989), Sanifill Corporation
(non-hazardous waste, 1993),
and CH2M Hill Companies
(engineering). In addition, he
served on the Board of Directors
of the Norton Company
(manufacturer of industrial
devices, 1983-1990) and
continues to serve on the Board
of Directors of the Texas State
Chamber of Commerce, and is a
member of advisory boards of
Texas A&M University and the
University of Texas at Austin.

Phyllis Burke Davis Prior to her retirement in 1992
P.O. Box 264 September 1991, Mrs. Davis
Bridgehampton, NY was the Senior Vice President of
(62) Corporate Affairs of Avon
Products, Inc. She is currently a
Director of BellSouth
Corporation
(telecommunications), Eaton
Corporation (manufacturing,
1991), and the TJX Companies,
Inc. (retail stores, 1990), and
previously served as a Director
of Hallmark Cards, Inc.
(1985-1991) and Nabisco
Brands, Inc. In addition, she
serves as a Director of the New
York City Chapter of the National
Multiple Sclerosis Society, and is
a member of the Advisory
Council of the International
Executive Service Corps. and
the President's Advisory Council
of The University of Vermont
School of Business
Administration.

Richard J. Flynn Financial consultant. Prior to 1982
77 Fiske Hill September 1986, Mr. Flynn was
Sturbridge, MA Vice Chairman and a Director of
(70) the Norton Company
(manufacturer of industrial
devices). He is currently a
Director of Mechanics Bank and
a Trustee of College of the Holy
Cross and Old Sturbridge
Village, Inc.

*Edward C. Johnson President, is Chairman, Chief 19 78
3d Executive Officer and a Director
82 Devonshire Street of FMR Corp.; a Director and
Boston, MA Chairman of the Board and of
(64) the Executive Committee of
FMR; Chairman and a Director
of FMR Texas Inc. (1989),
Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc.

E. Bradley Jones Prior to his retirement in 1984, Mr. 1990
3881-2 Lander Road Jones was Chairman and Chief
Chagrin Falls, OH Executive Officer of LTV Steel
(66) Company. Prior to May 1990, he
was a Director of National City
Corporation (a bank holding
company) and National City Bank
of Cleveland. He is a Director of
TRW Inc. (original equipment and
replacement products),
Cleveland-Cliffs Inc (mining),
NACCO Industries, Inc. (mining
and marketing), Consolidated Rail
Corporation, Birmingham Steel
Corporation, Hyster-Yale Materials
Handling, Inc. (1989) and RPM
Inc. (manufacturer of chemical
products, 1990). In addition, he
serves as a Trustee of First Union
Real Estate Investments,
Chairman of the Board of
Trustees and a member of the
Executive Committee of the
Cleveland Clinic Foundation, a
Trustee and a member of the
Executive Committee of
University School (Cleveland),
and a Trustee of Cleveland Clinic
Florida.

Donald J. Kirk Professor at Columbia University 1987
680 Steamboat Road Graduate School of Business
Apartment #1-North and a financial consultant. Prior
Greenwich, CT to 1987, he was Chairman of the
(61) Financial Accounting Standards
Board. Mr. Kirk is a Director of
General Re Corporation
(reinsurance) and Valuation
Research Corp. (appraisals and
valuations, 1993). In addition, he
serves as Vice Chairman of the
Board of Directors of the
National Arts Stabilization Fund
and Vice Chairman of the Board
of Trustees of the Greenwich
Hospital Association.

*Peter S. Lynch Vice Chairman of FMR (1992). 1990
82 Devonshire Street Prior to his retirement on May
Boston, MA 31, 1990, he was a Director of
(51) FMR (1989) and Executive Vice
President of FMR (a position he
held until March 31, 1991); Vice
President of Fidelity Magellan
Fund and FMR Growth Group
Leader; and Managing Director
of FMR Corp. Mr. Lynch was
also Vice President of Fidelity
Investments Corporate Services
(1991-1992). He is a Director of
W.R. Grace & Co. (chemicals,
1989) and Morrison Knudsen
Corporation (engineering and
construction). In addition, he
serves as a Trustee of Boston
College, Massachusetts Eye &
Ear Infirmary, Historic Deerfield
(1989) and Society for the
Preservation of New England
Antiquities, and as an Overseer
of the Museum of Fine Arts of
Boston (1990).

Gerald C. McDonough Chairman of G.M. Management 1989
135 Aspenwood Drive Group (strategic advisory
Cleveland, OH services). Prior to his retirement
(65) in July 1988, he was Chairman
and Chief Executive Officer of
Leaseway Transportation Corp.
(physical distribution services).
Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal
working, telecommunications
and electronic products),
Brush-Wellman Inc. (metal
refining), York International
Corp. (air conditioning and
refrigeration, 1989), Commercial
Intertech Corp. (water treatment
equipment, 1992), and
Associated Estates Realty
Corporation (a real estate
investment trust, 1993).

Edward H. Malone Prior to his retirement in 1985, 1989
5601 Turtle Bay Drive Mr. Malone was Chairman,
#2104 General Electric Investment
Naples, FL Corporation and a Vice
(69) President of General Electric
Company. He is a Director of
Allegheny Power Systems, Inc.
(electric utility), General Re
Corporation (reinsurance), and
Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee
of Corporate Property Investors,
the EPS Foundation at Trinity
College, the Naples
Philharmonic Center for the Arts,
and Rensselaer Polytechnic
Institute, and he is a member of
the Advisory Boards of Butler
Capital Corporation Funds and
Warburg, Pincus Partnership
Funds.

Marvin L. Mann Chairman of the Board, --
55 Railroad Avenue President, and Chief Executive
Greenwhich, CT Officer of Lexmark International,
(61) Inc. (office machines, 1991).
Prior to 1991, he held positions
of Vice President of International
Business Machines Corporation
("IBM") and President and
General Manager of various IBM
divisions and subsidiaries. Mr.
Mann is a Director of M.A.
Hanna Company (chemicals,
1993) and Infomart (marketing
services, 1991), a Trammell
Crow Co. In addition, he serves
as the Campaign Vice Chairman
of the Tri-State United Way
(1993) and is a member of the
University of Alabama
President's Cabinet (1990).

Thomas R. Williams President of The Wales Group, 1989
21st Floor Inc. (management and financial
191 Peachtree Street, advisory services). Prior to
N.E. retiring in 1987, Mr. Williams
Atlanta, GA served as Chairman of the
(66) Board of First Wachovia
Corporation (bank holding
company), and Chairman and
Chief Executive Officer of The
First National Bank of Atlanta
and First Atlanta Corporation
(bank holding company). He is
currently a Director of BellSouth
Corporation
(telecommunications), ConAgra,
Inc. (agricultural products),
Fisher Business Systems, Inc.
(computer software), Georgia
Power Company (electric utility),
Gerber Alley & Associates, Inc.
(computer software), National
Life Insurance Company of
Vermont, American Software,
Inc. (1989), and AppleSouth,
Inc. (restaurants, 1992).

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** Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.
As of Ju ly 31 , 1994, the nominees and officers of the trust owned,
in the aggregate , less than 1% of each fund's outstanding
shares.
If elected, the Trustees will 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) a Trustee
may be removed at any Special Meeting of shareholders by a two-thirds vote
of the outstanding voting securities of the trust. In case a vacancy shall
for any reason exist, the remaining Trustees will fill such vacancy by
appointing another Trustee, so long as, immediately after such appointment,
at least two-thirds of the Trustees have been elected by shareholders. If,
at any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly call
a shareholders' meeting for the purpose of electing a Board of Trustees.
Otherwise, there will normally be no meeting of shareholders for the
purpose of electing Trustees.
The trust's Board, which is currently composed of three interested and
eight non-interested Trustees, met eleven times during the twelve months
ended October 31, 1993. It is expected that the Trustees will meet at least
ten times a year at regularly scheduled meetings.
As a group, the non-interested Trustees received fees and expenses of
$13,928 from the trust in their capacities as Trustees of the funds for the
fiscal year ended October 31, 1993. The non-interested Trustees also served
in similar capacities for other funds advised by FMR (see page ) ,
and received additional compensation for such services.
The Board of Trustees has adopted a policy whereby non-interested
Trustees, upon reaching their 72nd birthday will resign. Under a defined
benefit retirement program, non-interested Trustees, upon reaching age 72,
are entitled to payments during their lifetime based on their basic Trustee
fees and their length of service.
The trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the trust, of FMR or its affiliates and normally
meets four times a year, or as required, prior to meetings of the Board of
Trustees. Currently, Messrs. Kirk (Chairman), Cox, and Jones are members of
the Committee. This Committee oversees and monitors the financial reporting
process, including recommending to the Board the independent accountants to
be selected for the trust (see Proposal 2), reviewing internal controls and
the auditing function (both internal and external), reviewing the
qualifications of key personnel performing audit work, and overseeing
compliance procedures. During the twelve months ended October 31, 1993, the
Committee held five meetings.
The trust's Nominating and Administration Committee is currently composed
of Messrs. Flynn (Chairman), McDonough, and Williams. The Committee members
confer periodically and hold meetings as required. The Committee is charged
with the duties of reviewing the composition and compensation of the Board
of Trustees, proposing additional non-interested Trustees, monitoring the
performance of legal counsel employed by the funds and the non-interested
Trustees, and acting as administrative committee under the Retirement Plan
for non-interested Trustees. During the twelve months ended October 31,
1993, the Committee held five meetings. The Nominating and Administration
Committee will consider nominees recommended by shareholders.
Recommendations should be submitted to the Committee in care of the
Secretary of the Trust. The trust does not have a compensation committee;
such matters are considered by the Nominating and Administration Committee.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT ACCOUNTANTS OF THE TRUST.
By a vote of the non-interested Trustees, the firm of Coopers & Lybrand
L.L.P. has been selected as independent accountants for the trust to
sign or certify any financial statements of the trust required by any law
or regulation to be certified by an independent accountant and filed with
the Securities and Exchange Commission (SEC) or any state. Pursuant to the
1940 Act, such selection requires the ratification of shareholders. In
addition, as required by the 1940 Act, the vote of the Trustees is subject
to the right of the trust, by vote of a majority of its outstanding voting
securities at any meeting called for the purpose of voting on such action,
to terminate such employment without penalty. Coopers & Lybrand
L.L.P. has advised the trust that it has no direct or material
indirect ownership interest in the trust.
The services provided to the trust include (1) audit of annual financial
statements and, if requested, limited review of unaudited semiannual
financial statements; (2) assistance and consultation in connection with
SEC filings; and (3) review of the federal income tax returns filed on
behalf of the trust. In recommending the selection of the trust's
accountants, the Audit Committee reviewed the nature and scope of the
services to be provided (including non-audit services) and whether the
performance of such services would affect the accountant's independence.
Representatives of Coopers & Lybrand L.L.P. are not expected to be
present at the Meeting, but have been given the opportunity to make a
statement if they so desire and will be available should any matter arise
requiring their presence.
3. TO AMEND THE DECLARATION OF TRUST TO PROVIDE DOLLAR-BASED VOTING RIGHTS
FOR SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders of
the trust approve a proposal to amend Article VIII, Section 1 of the
Declaration of Trust. The amendment would provide voting rights based on a
shareholder's total dollar interest in a fund (dollar-based voting), rather
than on the number of shares owned, for all shareholder votes for a fund.
As a result, voting power would be allocated in proportion to the value of
each shareholder's investment.
BACKGROUND. Fidelity Capital Appreciation Fund, Fidelity Value Fund,
Fidelity Disciplined Equity Fund, and Fidelity Stock Selector are funds of
Fidelity Capital Trust, an open-end management investment company organized
as a Massachusetts business trust. Currently, there are four funds in the
trust. Shareholders of each fund vote separately on matters concerning only
that fund and vote on a trust-wide basis on matters that effect the trust
as a whole, such as electing trustees or amending the Declaration of Trust.
Currently, under the Declaration of Trust, each share is entitled to one
vote, regardless of the relative value of the shares of each fund in the
trust.
The original intent of the one share, one-vote provision was to provide
equitable voting rights as required by the 1940 Act . In the case
where a trust has several series or funds, such as Fidelity Capital Trust,
voting rights may have become disproportionate since the net asset value
per share (NAV) of the separate funds diverge over time. The Staff of
the SEC has issued a "no-action" letter permitting a trust to seek
shareholder approval of a dollar-based voting system. The proposed
amendment will comply with the conditions stated in the no-action letter.
REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights than the one-share, one-vote system
currently in effect for certain votes. The voting power of shareholders
would be commensurate with the value of the shareholder's dollar investment
rather than with the number of shares held.
Under the current voting provisions, an investment in a fund with a lower
NAV may have significantly greater voting power than the same dollar amount
invested in a fund with a higher NAV. The following table
s hows each fund's net asset value.

<TABLE>
<CAPTION>
<S> <C> <C>
Fund Net Asset Value $1,000 investment
as of July 31, in terms of shares
1994 on July 31 , 1994

Fidelity Capital Appreciation $16.39 61.013
Fund

Fidelity Value Fund $43.08 23.213

Fidelity Disciplined Equity Fund $18.24 54.825

Fidelity Stock Selector $18.75 53.333

</TABLE>

For example, Fidelity Capital Appreciation Fund shareholders would have
approximately 163 % greater voting power than Fidelity Value Fund
shareholders because at July 31, 1994 NAVs, a $1,000 investment in
Fidelity Capital Appreciation Fund would equal 61.013 shares,
whereas a $1,000 investment in Fidelity Value Fund would equal
23.213 shares. Accordingly, a one share, one-vote system may provide
certain shareholders with a disproportionate ability to affect the vote
relative to shareholders of other funds in the trust. If dollar-based
voting had been in effect, each shareholder would have had 1,000 voting
shares. Their voting power would be proportionate to their economic
interest which FMR believes is a more equitable result, and is the result
in a typical corporation where each voting share generally has an equal
market price.
On matters requiring trust-wide votes where all funds are required to
vote, shareholders who own shares with a lower NAV than other funds in the
trust would be giving other shareholders in the trust more voting "power"
than they currently have. On matters affecting only one fund, only
shareholders of that fund vote on the issue. In this instance, under both
the current Declaration of Trust and an amended Declaration of Trust, all
shareholders of the fund would have the same voting rights, since the NAV
is the same for all shares in a single fund.
AMENDMENT TO THE DECLARATION OF TRUST. Article VIII, Section 1 determines
the method of calculating voting rights for all shareholder votes for a
fund. If approved, Article VIII, Section 1 will be amended as follows
(material to be added is underlined and material to be deleted is
[bracketed]):
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
Section 1. The Shareholders shall have power to vote... On any matter
submitted to a vote of the Shareholders, all shares shall be voted by
individual Series, except (i) when required by the 1940 Act, Shares shall
be voted in the aggregate and not by individual Series; and (ii) when the
Trustees have determined that the matter affects only the interests of one
or more Series, then only the Shareholders of such Series shall be entitled
to vote thereon. [Each whole Share shall be entitled to one vote to any
matter on which it is entitled to vote, and each fractional Share shall be
entitled to a proportionate fractional vote.] A S hareholder of each
S eries shall be entitled to one vote for each dollar of net asset
value (number of S hares owned times net asset value per share) per
share of such S eries, on any matter on which such S hareholder
is entitled to vote and each fractional dollar amount shall be entitled to
a proportionate fractional vote. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy. Until
Shares are issued, the Trustees may exercise all rights of Shareholders and
may take any action required or permitted by law, this Declaration of Trust
or any Bylaws of Trust to be taken by Shareholders.
CONCLUSION. If approved, the amendment will take effect immediately after
the shareholder meeting or after any adjournments thereof. The Trustees
believe the proposed amendment will benefit the trust by bringing greater
equality in voting rights among all shareholders of the trust. The Trustees
recommend that shareholders vote FOR the proposed amendment to the
Declaration of Trust. If the amendment is not approved, the Declaration of
Trust will remain unchanged.
4. TO AMEND THE DECLARATION OF TRUST REGARDING SHAREHOLDER NOTIFICATION OF
APPOINTMENT OF TRUSTEES.
The trust's Declaration of Trust provides that in the case of a vacancy on
the Board of Trustees, the remaining Trustees shall fill the vacancy by
appointing a person they, in their discretion see fit, consistent with the
limitations of the 1940 Act. Section 16 of the 1940 Act states that a
vacancy may be filled by the Trustees, if after filling the vacancy, at
least two-thirds of the Trustees then holding office were elected by the
outstanding shareholders of the trust. It also states that if at any time
less than 50% of the Trustees were elected by shareholders, a shareholder
meeting must be called within 60 days for the purposes of electing Trustees
to fill the existing vacancies.
The Declaration of Trust currently requires that within three months of a
Trustee appointment, notification of such be mailed to each shareholder of
the trust. Trustees also may appoint a Trustee in anticipation of a current
Trustee's retirement or resignation, or in the event of an increase in the
number of Trustees. An appointment in this case currently requires
shareholder notification within three months of the appointment under the
current Declaration of Trust.
Subject to shareholder approval, the Trustees intend to eliminate the
notification requirement from the Trust's Declaration of Trust. The
language to be deleted from the Declaration of Trust is [bracketed].
ARTICLE IV
TRUSTEES
RESIGNATION AND APPOINTMENT OF TRUSTEES
Section 4. In case of the declination, death, resignation, retirement,
removal, incapacity, or inability of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, or for any other reason,
exist, the remaining Trustees shall fill such vacancy by appointing such
other person as they in their discretion shall see fit consistent with the
limitations under the Investment Company Act of 1940. Such appointment
shall be evidenced by a written instrument signed by a majority of the
Trustees in office or by recording in the records of the Trust, whereupon
the appointment shall take effect. [Within three months of such appointment
the Trustees shall cause notice of such appointment to be mailed to each
Shareholder at his address as recorded on the books of the trust.] An
appointment of a Trustee may be made by the Trustees then in office [and
notice thereof mailed to Shareholders as aforesaid] in anticipation of a
vacancy to occur by reason of retirement, resignation or increase in number
of Trustees effective at a later date, provided that said appointment shall
become effective only at or after the effective date of said retirement,
resignation or increase in number of Trustees. As soon as any Trustee so
appointed shall have accepted this trust, the trust estate shall vest in
the new Trustee or Trustees, together with the continuing Trustees, without
any further act or conveyance, and he shall be deemed a Trustee hereunder.
The power of appointment is subject to the provisions of Section 16 (a) of
the 1940 Act.

Notifying a trust's shareholders in the event of an appointment of a
Trustee is not required by any federal or state law. Such notification to
all shareholders of a trust would be costly to the funds of the trust. If
the proposal is approved, shareholders will be notified of Trustee
appointments in the next financial report for the fund. Other than
eliminating the notification requirement, this proposal does not amend any
other aspect of Trustee resignation or appointment.
CONCLUSION. The Board of Trustees has concluded that the proposed
elimination of the Declaration of Trust's shareholder notification
requirement in the event of an appointment of a Trustee is in the best
interests of the trust's shareholders. The Trustees recommend voting FOR
the proposed amendment. If the proposal is not approved, the Declaration of
Trust's current section entitled "Resignation and Appointment of Trustees"
will remain unchanged.
5. TO AMEND THE DECLARATION OF TRUST TO PROVIDE EACH FUND WITH THE ABILITY
TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY WITH
SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, and recommends that shareholders of
the funds approve, a proposal to amend Article V, Section 1 of the
Declaration of Trust to clarify that the Trustees may authorize the
investment of all of a fund's assets in another open-end investment company
with substantially the same investment objective and policies ("Pooled Fund
Structure"). The purpose of the Pooled Fund Structure is to achieve
operational efficiencies by consolidating portfolio management while
maintaining different distribution and servicing structures. In order to
implement a Pooled Fund Structure, both the Declaration of Trust and the
funds' policies must permit the structure. Currently, each fund's policies
do not allow for such investments. Proposal 6 on page seeks each fund's
shareholder approval to adopt a fundamental investment policy to permit
investment in another open-end investment company. This proposal, which
amends the Declaration of Trust, clarifies the Board's ability to implement
the Pooled Fund Structure if a fund's policies permit it.
BACKGROUND. A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled investment, or "master" fund. For
example, an institutional equity fund with a high initial minimum
investment amount for large investors might pool its investments with a
retail equity fund designed for investors with lower minimums. This
structure allows several feeder funds with substantially the same objective
but different distribution and servicing features to combine their
investments and manage them as one master pool instead of managing them
separately. The feeder funds combine their investments by investing all of
their assets in one master pooled fund which would be organized as an
open-end management investment company (mutual fund). (Each feeder fund
invested in a single master pooled investment retains its own
characteristics, but is able to achieve operational efficiencies through
investing together with the other feeder funds in the Pooled Fund
Structure.) The current Declaration of Trust does not specifically provide
the Trustees the ability to authorize the Pooled Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take maximum advantage of potential
efficiencies. While neither FMR nor the Trustees has determined that a fund
should invest in a Pooled Fund, the Trustees believe it could be in the
best interest of each fund to adopt such a structure at a future date. If
this proposal is approved, the Declaration of Trust amendment would provide
the Trustees with the power to authorize a fund to invest all of its assets
in a single open-end investment company. The Trustees will authorize such a
transaction only if a Pooled Fund Structure is permitted under the fund's
investment policies (see Proposal 6), if they determine that a Pooled Fund
Structure is in the best interest of a fund, and if, upon advice of
counsel, they determine that the investment will not have material adverse
tax consequences to the fund or its shareholders. The Trustees will
specifically consider the impact, if any, on fees paid by the fund as a
result of adopting a Pooled Fund structure. Although the current
Declaration of Trust does not contain any explicit prohibition against
implementing a Pooled Fund Structure, the specific authority is being
sought in the event the Trustees deem it appropriate to adopt a Pooled Fund
Structure in the future.
AMENDMENT TO THE DECLARATION OF TRUST. If the proposal is approved,
Article V, Section 1 of the Declaration of Trust will be amended as
follows: (material to be added is underlined):
"Subject to any applicable limitation in the Declaration of Trust or the
Bylaws of the Trust, the Trustees shall have the power and authority:
(t) Notwithstanding any other provision hereof, to invest all of the
assets of any series in a single open-end investment company, including
investment by means of transfer of such assets in exchange for an interest
or interests in such investment company;"
CONCLUSION. The Trustees believe the proposed amendment will benefit the
funds by providing the Trustees with the flexibility to adopt a Pooled Fund
Structure in the future if permitted by a fund's investment policies and if
the Trustees determine it to be in the best interest of the fund. The
Trustees recommend that shareholders vote FOR the proposed amendment to the
Declaration of Trust. If approved, the amendment to the Declaration of
Trust will take effect immediately after the shareholder meeting or any
adjournments thereof. If the proposal is not approved, Article V, Section 1
of the Declaration of Trust will remain unchanged.
6. TO ADOPT A NEW FUNDAMENTAL INVESTMENT POLICY FOR EACH FUND PERMITTING A
FUND TO INVEST ALL OF ITS ASSETS IN ANOTHER OPEN-END INVESTMENT COMPANY
WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES.
The Board of Trustees has approved, and recommends that shareholders of
the fund approve, the adoption of a new fundamental investment policy that
would permit each fund to invest all of its assets in another open-end
investment company with substantially the same investment objective and
policies ("Pooled Fund Structure"). The purpose of pooling would be to
achieve operational efficiencies by consolidating portfolio management
while maintaining different distribution and servicing structures.
BACKGROUND. A number of mutual funds have developed so called
"master-feeder" fund structures under which several "feeder" funds invest
all of their assets in a single pooled "master" fund. In order to implement
a Pooled Fund Structure, an amendment to the Declaration of Trust is
proposed, as is the adoption of a new fundamental investment policy.
Proposal (5) proposes to amend the Declaration of Trust, and if approved,
would allow the Trustees to authorize the conversion to a Pooled Fund
Structure when permitted by a fund's policies. This proposal would add a
fundamental policy for each fund that permits a Pooled Fund Structure.
REASON FOR THE PROPOSAL. FMR and the Board of Trustees continually review
methods of structuring mutual funds to take advantage of potential
efficiencies. While neither the Board nor FMR has determined that a fund
should invest in a master fund, the Trustees believe it could be in the
best interests of each fund to adopt such a structure at a future date.
At present, certain of each fund's fundamental investment policies and
limitations would prevent a fund from investing all of its assets in
another investment company, and would require a vote of shareholders before
such a structure could be adopted. To avoid the costs associated with a
subsequent shareholder meeting, the Trustees recommend that shareholders
vote to permit each fund's assets to be invested in a single Pooled Fund,
without a further vote of shareholders, if the Trustees determine that
action to be in the best interests of a fund and its shareholders. Approval
of Proposal (5) provides the Trustees with explicit authority to approve a
Pooled Fund Structure. If shareholders approve this proposal, certain
fundamental and non-fundamental policies and limitations of each fund that
currently prohibit investment in shares of one investment company would be
modified to permit the investment in a Pooled Fund. These policies include
each fund's limitations on concentration, underwriting, and Fidelity Value
Fund's and Fidelity Capital Appreciation Fund's limitations on
diversification.
DISCUSSION. FMR may manage a number of mutual funds with similar
investment objectives, policies, and limitations but with different
features and services (Comparable Funds). Were these Comparable Funds to
pool their assets, operational efficiencies could be achieved, offering the
opportunity to reduce costs. Similarly, FMR anticipates that a Pooled Fund
Structure would facilitate the introduction of new Fidelity mutual funds,
increasing the investment options available to shareholders.
Each fund's method of operation and shareholder services would not be
materially affected by its investment in a Pooled Fund, except that the
assets of a fund would be managed as part of a larger pool. Were a fund to
invest all of its assets in a Pooled Fund, it would hold only a single
investment security, and the Pooled Fund would directly invest in
individual securities pursuant to its investment objective. The Pooled Fund
would be managed by FMR or an affiliate, such as FMR Texas in the case of a
money market fund. The Trustees would retain the right to withdraw a fund's
investments from a Pooled Fund at any time and would do so if the Pooled
Fund's investment objective and policies were no longer appropriate for the
fund. The fund would then resume investing directly in individual
securities as it does currently. Whenever a fund is asked to vote at a
shareholder meeting of the Pooled Fund, the fund will hold a meeting of its
shareholders if required by applicable law or the fund's policies to vote
on the matters to be considered at the Pooled Fund shareholder meeting. The
fund will cast its votes at the Pooled Fund meeting in the same proportion
as the fund's shareholders voted at theirs. The fund would otherwise
continue its normal operations.
At present, the Trustees have not considered any specific proposal to
authorize pooling of assets. The Trustees will authorize investing each
fund's assets in a Pooled Fund only if they determine that pooling is in
the best interests of the fund and if, upon advice of counsel, they
determine that the investment will not have material adverse tax
consequences to the fund or its shareholders. In determining whether to
invest in a Pooled Fund, the Trustees will consider, among other things,
the opportunity to reduce costs and to achieve operational efficiencies.
The Trustees will not authorize investment in a Pooled Fund if doing so
would materially increase costs (including fees) to shareholders.
FMR intends to seek federal and state regulatory approval in order to
allow the Fidelity funds to invest in Pooled Funds. There is, of course, no
assurance that all necessary regulatory approvals will be obtained, or that
cost reductions or increased efficiencies will be achieved.
FMR may benefit from the use of a Pooled Fund if overall assets are
increased (since FMR's fees are based on assets). Also, FMR's expenses of
providing investment and other services to each fund may be reduced. If a
fund's investment in a Pooled Fund were to reduce FMR's expenses
materially, the Trustees would consider whether a reduction in FMR's
management fee would be appropriate if and when a Pooled Fund structure is
implemented.
PROPOSED FUNDAMENTAL POLICY. To allow each fund to invest in a Pooled Fund
at a future date, the Trustees recommend that each fund adopt the following
fundamental policy:
"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 with substantially the same fundamental
investment objective, policies, and limitations as the fund."
If the proposal is adopted, the Trustees intend to adopt a non-fundamental
investment limitation for each fund which states:
"The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund."
CONCLUSION. The Board of Trustees recommends that each fund's shareholders
vote to adopt a new fundamental policy that would permit each fund, subject
to future review by the Board of Trustees as described above, to invest all
of its assets in an open-end investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund. If
the proposal is not adopted, each fund's current fundamental investment
policies will remain unchanged with respect to potential investment in
Pooled Funds.
7. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR FIDELITY CAPITAL
APPRECIATION FUND, FIDELITY DISCIPLINED EQUITY FUND, AND FIDELITY STOCK
SELECTOR.
The Board of Trustees has approved, and recommends that shareholders of
each fund approve, a proposal to amend each fund's management contract with
FMR (the Amended Contract). The proposal would modify the management fee
that FMR receives from each fund to provide for lower fees when FMR's
assets under management exceed certain levels. THE AMENDED CONTRACT WILL
RESULT IN A MANAGEMENT FEE THAT IS THE SAME AS, OR LOWER THAN, THE FEE
PAYABLE UNDER THE PRESENT MANAGEMENT CONTRACT (THE PRESENT CONTRACT).
PROPOSED AMENDMENT TO THE PRESENT MANAGEMENT CONTRACT. A copy of
the Amended Contract, marked to indicate the proposed amendment, is
supplied as Exhibit 1 on page 72 . Except for the amendment to the
management fee it is substantially identical to the Present Contract. (For
a detailed discussion of each fund's Present Contract, refer to the section
entitled "Present Management Contracts" beginning on page 51.) If approved
by shareholders, the Amended Contract will take effect on November 1, 1994
(or, if later, the first day of the first month following approval) and
will remain in effect through July 31, 1995 and thereafter subject to
continuation by the funds' Board of Trustees. If the Amended Contract is
not approved, the Present Contract will continue in effect through July 31,
1995, and thereafter subject to continuation by the funds' Board of
Trustees.
The management fee is an annual percentage of a fund's average net
assets, calculated and paid monthly. The percentage is the sum of two
components: a basic fee rate and a performance adjustment. The basic fee
rate is the sum of a group fee rate, which varies according to assets under
management by FMR, and a fixed individual fund fee rate. The proposal would
modify the group fee rate by providing for lower fee rates if assets under
management by FMR remain above $138 billion.
MODIFICATION TO GROUP FEE RATE. The group fee rate varies based
on the aggregate net assets of all registered investment companies having
management contracts with FMR. As group net assets increase, the group fee
rate declines. The Amended Contract changes the group fee calculation for
group net assets of $138 billion or more. Above $138 billion in group net
assets, the effective annual group fee rate declines under both contracts,
but under the Amended Contract, it declines faster. Group fee rates that
are lower than those contained in each fund's Present Contract have been
voluntarily implemented by FMR on January 1, 1992, November 1, 1993, and
August 1, 1994.
The group fee rate is calculated according to a graduated fee schedule
providing for different rates for different levels of group net assets. The
rate at which the fee declines is determined by fee "breakpoints" that
provide for lower fee rates when assets increase. The Amended Contract
would add eight new fee breakpoints for group asset levels above $138
billion as illustrated in the table below. (For an explanation of how these
breakpoints are factored into the fee calculation, see the section entitled
"Present Management Contracts" beginning on page 51.)
GROUP FEE RATE BREAKPOINTS
Present Contract Amended Contract

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Average Group
Present
Average Group
Amended

Assets
Contract* Assets
Contract
($ billions) ($ billions)

</TABLE>

66 - 84 .3200% 66 - 84 .3200%

84 - 102 .3150% 84 - 102 .3150%

Over 102 .3100% 102 - 138 .3100%

138 - 174 .3050%

174 - 210 .3000%

210 - 246 .2950%

246 - 282 .2900%

282 - 318 .2850%

318 - 354 .2800%

354 - 390 .2750%

Over 390 .2700%

The result at various levels of group net assets is illustrated by the
table below.
EFFECTIVE ANNUAL GROUP FEE RATES
Group Net
Present
Amended

Assets
Contract* Contract
($ billions)

250 .3265% .3219%

300 .3238% .3163%

350 .3218% .3113%

400 .3203% .3067%

* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on January 1, 1992, November 1, 1993, and August 1,
1994.
Average group net assets for July 1994 were approximately $258
billion.
Each fund's annual individual fund fee rate is .30%. The sum of the
group fee rate and the individual fund fee rate is referred to as a fund's
basic fee rate. One-twelfth (1/12) of this annual basic fee rate is applied
to each fund's average net assets for the current month, resulting in a
dollar amount which is the basic fee for that month.
The basic fee is subject to an upward or downward adjustment, depending
on whether each fund's investment performance exceeds or is exceeded by the
Standard & Poor's Composite Index of 500 Stocks (S&P 500(registered
trademark)) over the same period. The performance period consists of the
most recent month plus the previous 35 months. Each percentage point of
difference, calculated to the nearest 1%, (up to a maximum difference of +
10) is multiplied by a performance adjustment rate of .02%. The maximum
annualized adjustment rate is +.20%. This performance comparison is made at
the end of each month. One twelfth of this rate is applied to the average
daily net assets for each fund over the entire performance period, giving a
dollar amount which is added to or subtracted from the basic fee. The
performance adjustment will not change under the Amended Contract.
COMPARISON OF MANAGEMENT FEES AND TOTAL EXPENSES. For
July 1994 average group net assets of $258 billion, each fund's basic fee
rate under the Amended Contract would have been .6209%, compared to .6260%
under the Present Contract. The basic fee rate will remain the same under
both the Present Contract and the Amended Contract until group net assets
exceed $138 billion, at which point the basic fee rate under the Amended
Contract begins to decline relative to the Present Contract. The following
chart compares each fund's management fee (including the performance
adjustment) and total expense ratio under the terms of the Present Contract
for the fiscal year ended October 31, 1993 to the fees and expenses each
fund would have incurred if the Amended Contract had been in effect.
Present Contract* Amended Contract

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Manageme Total Manageme Total
nt
Expense
nt Fee Expense

Fee Ratio Ratio

Fidelity Capital
$ 5,540,249 .87% $ 5,517,639 .86%
Appreciation
Fund

Fidelity Disciplined $ 4,385,716 1.10% $ 4,372,896 1.09%
Equity Fund

Fidelity Stock
$ 3,250,558 1.10% $ 3,241,095 1.10%
Selector

</TABLE>

138 .3399 % .3399 %

150 .3375 % .3371 %

200 .3306 % .3284 %

250 .3265% .3219%

300 .3238% .3163%

350 .3218% .3113%

400 .3203% .3067%

* Does not reflect voluntary adoption of extended group fee rate
schedules by FMR on January 1, 1992, November 1, 1993, and August 1,
1994.
Average group net assets for July 1994 were approximately $258
billion.
The proposed contract would also decrease the fund's individual fund
fee rate from 0.35% to 0.30% of the fund's average net assets, matching
Fidelity's standard rate for domestic growth funds, and making the fund's
basic fee rate (the sum of the group fee rate and individual fund fee rate)
consistent with most other growth funds advised by FMR. One-twelfth (1/12)
of this annual basic fee rate is applied to the fund's average net assets
for the current month, resulting in a dollar amount which is the basic fee
for that month.
The basic fee is subject to an upward or downward adjustment, depending
on whether the fund's investment performance exceeds or is exceeded by the
S&P 500 over the same period. The performance period consists of the most
recent month plus the previous 35 months. Each percentage point of
difference, calculated to the nearest 1%, (up to a maximum difference of +
10) is multiplied by a performance adjustment rate of .02%. The maximum
annualized adjustment rate is +.20%. This performance comparison is made at
the end of each month. One-twelfth of this rate is applied to the average
daily net assets for the fund over the entire performance period, giving a
dollar amount which is added to or subtracted from the basic fee. The
performance adjustment will not change under the Amended Contract.
COMPARISON OF MANAGEMENT FEES AND TOTAL EXPENSES. For
July 1994 average group net assets of $258 billion, the fund's basic fee
rate under the Amended Contract would have been .6209%, compared to .6760%
under the Present Contract. The individual fund fee rate will be lower
under the Amended Contract. However, the group fee rate will remain the
same under both the Present Contract and Amended Contract until group net
assets exceed $138 billion, at which point the group fee rate under the
Amended Contract begins to decline relative to the Present Contract. The
following chart compares the fund's management fee (including the
performance adjustment) and total expense ratio under the terms of the
Present Contract for the fiscal year ended October 31, 1993 to the fees and
expenses the fund would have incurred if the Amended Contract had been in
effect.
Present Contract* Amended Contract

Management Total Expense Management Total Expense

Fee Ratio Fee Ratio

$ 7,912,370 1.11 % $ 7,340,679 1.06 %

* Does not reflect voluntary adoption of extended group fee rate
schedules.
MATTERS CONSIDERED BY THE BOARD OF TRUSTEES. FMR provided substantial
information to the Trustees to assist it in its deliberations. In addition,
the Committee requested and reviewed additional data, including analyses
prepared by independent counsel to both the funds and the non-interested
Trustees. In unanimously approving the proposed contract and recommending
its approval by shareholders, the Trustees of the fund, including the
Independent Trustees, considering the best interests of shareholders of the
fund, took into account all factors they deemed relevant. The factors
considered by the Independent Trustees included the nature, quality, and
extent of the services furnished by FMR to the fund; the necessity of FMR
maintaining and enhancing its ability to retain and attract high caliber
personnel to serve the fund; the increased complexity of the securities
markets; the investment record of FMR in managing the fund; extensive
financial, personnel, and structural information as to the Fidelity
organization, including the revenues and expenses of FMR, and Fidelity
Service Co. (FSC, the fund's transfer, shareholder servicing, and pricing
and bookkeeping agent) relating to their mutual fund activities; whether
economies of scale were demonstrated in connection with FMR's provision of
investment management and shareholder services as assets increased; data on
investment performance, management fees and expense ratios of competitive
funds and other Fidelity funds; FMR's expenditures in developing enhanced
shareholder services for the fund; enhancements in the quality and scope of
the shareholder services provided to the fund's shareholders; the fees
charged and services offered by an affiliate of FMR for providing
investment management services to non-investment company accounts; and
possible "spin-off" benefits to FMR from serving as manager and from
affiliates of FMR serving as principal underwriter and transfer agent of
the fund.
CONCLUSION, ACTION OF THE BOARD OF TRUSTEES, AND RECOMMENDED
SHAREHOLDER ACTION. Based on its evaluation of the extensive materials
presented and assisted by the advice of independent counsel, the Board of
Trustees concluded (i) that the proposed management fee rate structure was
fair and reasonable and (ii) that the proposed reduction in the group fee
rate structure was in the best interest of the fund's shareholders. The
Board of Trustees voted to approve the submission of the Amended Contract
to shareholders of the fund and recommends that shareholders of the
fund vote FOR the Amended Contract.
9. TO APPROVE A DISTRIBUTION AND SERVICE PLAN PURSUANT TO RULE 12B-1 FOR
FIDELITY DISCIPLINED EQUITY FUND AND FIDELITY STOCK SELECTOR.
The Board of Trustees has approved, and recommends that shareholders of
Fidelity Disciplined Equity Fund and Fidelity Stock Selector approve, a
Distribution and Service Plan (the plan) for the fund. Each fund's plan
must be approved by a "majority," as defined in the 1940 Act of the
outstanding voting securities of the fund. A copy of the plan is attached
to this Proxy Statement as Exhibit 3.
THE PLAN. T he plan was approved by the Board as provided for by
Rule 12b-1 (the Rule) promulgated by the SEC under the 1940 Act. The
Rule provides that, in order for an investment company (e.g. a mutual fund)
to act as a distributor of its shares, a written plan "describing all
material aspects of the proposed financing of distribution'' must be
adopted by the company. Under the Rule, an investment company is deemed to
be acting as a distributor of its shares if it engages "directly or
indirectly in financing any activity which is primarily intended to result
in the sale of shares issued by such company, including, but not
necessarily limited to, advertising, compensation of underwriters, dealers,
and sales personnel, the printing and mailing of prospectuses to other than
current shareholders, and the printing and mailing of sales literature.''
The plan is designed to avoid legal uncertainties which may arise from the
ambiguity of the phrase "primarily intended to result in the sale of
shares'' and from the term "indirectly'' as used in the Rule. The SEC has
neither approved nor disapproved the plan.
The plan contemplates that all expenses relating to the distribution of
fund shares shall be paid for by FMR, or FDC , a wholly owned
subsidiary of FMR Corp., out of past profits and other resources, including
management fees paid by the fund to FMR. The plan also recognizes that FMR,
either directly or through FDC, may make payments from these sources to
securities dealers and to other third parties that engage in the sale of
fund shares, or to third parties, including banks, that render shareholder
support services. The plan provides that, to the extent that the fund's
payment of management fees to FMR might be considered to constitute the
"indirect'' financing of activities "primarily intended to result in the
sale of shares,'' such payment is expressly authorized. THE PLAN DOES NOT
AUTHORIZE PAYMENTS BY EACH FUND , OTHER THAN THOSE THAT ARE TO
BE MADE TO FMR UNDER ITS MANAGEMENT CONTRACT.
The Glass-Steagall Act generally prohibits federally and state chartered
or supervised banks from engaging in the business of underwriting, selling,
or distributing securities. Although the scope of this prohibition under
the Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from being paid for shareholder servicing and
recordkeeping under the Distribution and Service Plan. FDC intends to
engage banks only to perform such functions. However, changes in federal or
state statutes and regulations pertaining to the permissible activities of
banks and their affiliates or subsidiaries, as well as further judicial or
administrative decisions or interpretations, could prevent a bank from
continuing to perform all or a part of the contemplated services. If a bank
were prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law. A fund may execute portfolio
transactions with and purchase securities issued by depository institutions
that receive payments under its plan. No preference will be shown in the
selection of investments for the instruments of such depository
institutions.
Although the plan contemplates that FMR and FDC may engage in various
distribution activities, it does not require them to perform any specific
type of distribution activity or to incur any specific level of expense for
such activities.
The plan contains a number of provisions relating to reporting obligations
and to its amendment and termination as required by the Rule. If approved
by shareholders, the plan will continue in effect as long as its
continuance is specifically approved at least annually by a majority of the
Board of Trustees, including a majority of the Trustees who are not
"interested persons'' of the trust and who have no direct or indirect
financial interest in the operation of the plan or any agreement related to
the plan (the non-interested Trustees), cast in person at a meeting called
for the purpose of voting on the plan. The plan may be amended at any time
by the Trustees, except that it may not be amended to authorize direct
payments by the fund to finance any activity primarily intended to result
in the sale of shares issued by the fund or to increase materially the
amount spent by the fund for distribution without the approval of a
majority of the outstanding shares of the fund and the Trustees. In
addition, any amendment of a fund's Management Contract to increase the
amount paid by the fund to FMR shall be effective only upon approval by
vote of a majority of the outstanding voting securities of the fund. All
material amendments to the plan also must be approved by a majority of the
non-interested Trustees. The plan, and any agreements related to the plan,
may be terminated at any time by a vote of the majority of the
non-interested Trustees or by a vote of the majority of the outstanding
shares of the fund. The plan requires that the Trustees receive, at least
quarterly, a written report as to the amounts expended during the quarter
by FMR, or FDC, in connection with financing any activity primarily
intended to result in the sale of shares issued by the fund, and the
purposes for which such expenditures were made. As required by the Rule,
while the plan is in effect, the selection and nomination of those Trustees
who are not "interested persons" shall be committed to the discretion of
the non-interested Trustees then in office.
TRUSTEE CONSIDERATION. In determining to recommend the adoption of the
plan, the Board considered a variety of factors and was advised by counsel
who are not counsel to FMR or FDC. The Trustees believe that the fees paid
by the funds to FMR under their Management Contracts, are fair and
reasonable, that the services provided thereunder are necessary and
appropriate for the funds and their shareholders, and that the funds do not
indirectly finance the distribution of their shares in contravention of the
Rule. Nonetheless, the Trustees concluded that adoption of the plan would
avoid legal uncertainties which might arise as a result of what they and
FMR believe to be potentially subjective and ambiguous language contained
in the Rule and in public releases issued by the SEC in connection with the
proposal and adoption of the Rule (SEC Releases). The Trustees believe that
the adoption of the plan is advisable to minimize such legal uncertainties
and to provide other benefits to the funds and their shareholders.
The Trustees noted that the plan does not involve any direct payment by
the funds to finance any activity primarily intended to result in the sale
of shares issued by the funds, and that any amendment of the funds'
Management Contracts with FMR to increase the amount paid by the fund
thereunder would require approval of both the Trustees and a fund's
shareholders. The Trustees also considered the factors suggested in the SEC
Releases including: the need for independent counsel or experts to assist
the Trustees in reaching a determination; the nature and causes of the
problems and circumstances which made consideration of the plan
appropriate; the way in which the plan would resolve or alleviate the
problems, including the nature and approximate amount of the expenditures
contemplated by the plan; the merits of possible alternatives to the plan;
the interrelationship between the plan and the activities of FMR in
financing the distribution of each fund's shares; and the possible benefits
of the plan to FMR and its affiliates relative to those expected to accrue
to the funds.
The reduction in legal uncertainties arising from the potentially
subjective and ambiguous language that appears in the Rule and in the SEC
Releases enables the Trustees, in connection with their review of the
funds' Management Contracts with FMR, to consider the full range of
services provided by FMR and FDC, including services which may be related
to the distribution of the fund's shares. In addition, the Trustees believe
it is appropriate to ensure that FMR and FDC have the flexibility to direct
their distribution activities in a manner consistent with prevailing market
conditions by using, subject to approval of the Trustees, their resources,
including the current management fee, to make payments to third parties. To
the extent that FMR has greater flexibility under the plan, additional
sales of the funds' shares may result. The Trustees believe that this has
the potential to benefit the funds by reducing the possibility that the
funds would experience net redemptions, which might require the liquidation
of portfolio securities in amounts and at times that could be
disadvantageous for investment purposes. Of course, there can be no
assurance that these events will occur.
The Board of Trustees recognized that a greater level of fund assets
benefits FMR by increasing its management fee revenues. The Board noted the
high quality of investment management services and the expansion of, and
many innovations in, investor services that have been provided by FMR over
the years. The Board believes that revenues received by FMR contribute to
its continuing ability to attract and retain a high caliber of investment
and other personnel and to develop and implement new systems for providing
services and information to shareholders. The Board considers this to be an
important benefit to the funds and their shareholders.
CONCLUSION. For the reasons stated above, the Board of Trustees
unanimously concluded in the exercise of their business judgment and in
light of their fiduciary duties under state law and the 1940 Act that there
is a reasonable likelihood that the plan will benefit each fund and its
shareholders. The Trustees recommend that shareholders of each fund vote
FOR approval of the plan. If the plan is not approved, the Board and FMR
will consider alternative means of obtaining the services that are to be
provided under the plan.
10. TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH FMR FAR EAST FOR EACH
FUND.
In conjunction with its portfolio management responsibilities on behalf of
Fidelity Capital Appreciation Fund, Fidelity Value Fund, Fidelity
Disciplined Equity Fund, and Fidelity Stock Selector, FMR has entered into
sub-advisory agreements with affiliates whose offices are geographically
dispersed around the world. To strengthen and coordinate these
relationships, the Board of Trustees proposes that shareholders of each
fund approve a new sub-advisory agreement (the proposed agreement) between
Fidelity Management & Research Far East Inc. (FMR Far East) and FMR on
behalf of each fund to replace FMR's existing agreement with FMR Far East.
The proposed agreement would allow FMR not only to receive investment
advice and research services from FMR Far East, but also would permit FMR
to grant FMR Far East investment management authority, as well as the
authority to buy and sell securities if FMR believes it would be beneficial
to each fund and its shareholders. Because FMR pays all of FMR Far
East's fees, the proposed agreement would not affect the fees paid by each
fund to FMR.
On March 17, 1994, the Board of Trustees agreed to submit the proposed
agreement to shareholders of each fund pursuant to a unanimous vote of both
the full Board of Trustees and those Trustees who were not "interested
persons" of the trust or FMR. If approved by shareholders, the proposed
agreement will replace the sub-advisory agreement currently in effect with
respect to each fund (the current agreements). The current agreements,
dated December 28, 1989 (Fidelity Capital Appreciation Fund and Fidelity
Disciplined Equity Fund ) , December 29, 1989 (Fidelity Value Fund),
and September 23, 1990 (Fidelity Stock Selector), were approved by each
fund's shareholders on October 18, 1989 (Fidelity Capital Appreciation
Fund, Fidelity Value Fund, and Fidelity Disciplined Equity Fund) and
September 18, 1991 (Fidelity Stock Selector), respectively. A copy
of the proposed agreement is attached to this proxy statement as Exhibit 4.
FMR Far East, with its principal office in Tokyo, is a wholly-owned
subsidiary of FMR established in 1986 to provide investment research to FMR
with respect to foreign securities. This research complements other
research on foreign securities produced by FMR's U.S.-based research
analysts and portfolio managers, or obtained from broker-dealers or other
sources.
FMR Far East may also provide investment advisory services to FMR with
respect to other investment companies for which FMR serves as investment
adviser, and to other clients. Currently, FMR Far East's only client other
than FMR is Fidelity International Limited (FIL), an affiliate of FMR
organized under the laws of Bermuda. FIL provides investment advisory
services to non-U.S. investment companies and institutional investors
investing in securities of issuers throughout the world. Edward C. Johnson
3d, President and a Trustee of the trust, is Chairman and a Director of FMR
Far East, Chairman, and a Director of FIL, and a principal stockholder of
both FIL and FMR. For more information on FMR Far East, see the section
entitled "Activities and Management of FMR U.K. and FMR Far East" on page .
Under the current agreement, FMR Far East acts as an investment consultant
to FMR and supplies FMR with investment research information and portfolio
management advice as FMR reasonably requests on behalf of each fund. FMR
Far East provides investment advice and research services with respect to
issuers located outside of the United States, focusing primarily on
companies based in the Far East. Under the current agreement with FMR Far
East, FMR, NOT THE FUNDS, pays FMR Far East's fee equal to 105% of its
costs incurred in connection with the agreement.
For the fiscal years ended October 31, 1993, 1992, and 1991, FMR paid FMR
Far East on behalf of the funds as follows:
Fund Fiscal Fiscal Fiscal
1993 1992 1991

Fidelity Capital Appreciation Fund $ 153,386 $ 198,370 $ 180,000

Fidelity Value Fund $ 56,143 $ 4,895 $ 6,000

Fidelity Disciplined Equity Fund $ 535 - - - -

Fidelity Stock Selector $ 111 $ 35 - -

Although FMR employees are expected to consult regularly with FMR Far
East, under the current agreement, FMR Far East has no authority to make
investment decisions on behalf of the funds. Under the proposed agreement,
FMR would continue to receive investment advice from FMR Far East, but it
could also grant investment management authority to FMR Far East with
respect to all or a portion of each fund's assets. If FMR Far East were to
exercise investment management authority on behalf of a fund, it would be
required, subject to the supervision of FMR, to direct the investments of
the fund in accordance with the fund's investment objective, policies, and
limitations as provided in each fund's Prospectus or other governing
instruments and such other limitations as each fund may impose by notice in
writing to FMR or FMR Far East. If FMR grants investment management
authority to FMR Far East with respect to all or a portion of a fund's
assets, FMR Far East would be authorized to buy or sell stocks, bonds, and
other securities for the fund subject to the overall supervision of FMR and
the Board of Trustees. In addition, the proposed agreement would authorize
FMR to delegate other investment management services to FMR Far East,
including, but not limited to, currency management services (including
buying and selling currency options and entering into currency forward and
futures contracts on behalf of each fund), other transactions in futures
contracts and options, and borrowing or lending portfolio securities. If
any of these investment management services were delegated, FMR Far East
would continue to be subject to the control and direction of FMR and the
Board of Trustees and to be bound by the investment objective, policies,
and limitations of each fund. If granted investment management authority,
FMR Far East would also execute orders to purchase and sell securities as
described in the "Portfolio Transactions" section on page .
Allowing FMR to grant investment management authority to FMR Far East
would provide FMR increased flexibility in the assignment of portfolio
managers and give each fund access to managers located abroad who may have
more specialized expertise with respect to local companies and markets.
Additionally, the Trustees believe that each fund and its shareholders may
benefit from giving FMR, through FMR Far East, the ability to execute
portfolio transactions from points in the Far East that are physically
closer to foreign issuers and the primary markets in which their securities
are traded. Increasing FMR's proximity to foreign markets should enable
each fund to participate more readily in full trading sessions on foreign
exchanges, and to react more quickly to changing market conditions.
THE PROPOSED AGREEMENT WOULD NOT INCREASE THE FEES PAID TO FMR BY EACH
FUND. The fees paid by FMR to FMR Far East for investment advice as
described above would remain unchanged. However, to the extent that FMR
granted investment management authority to FMR Far East, FMR would pay FMR
Far East 50% of its monthly management fee with respect to the average net
assets managed on a discretionary basis by FMR Far East for investment
management and portfolio execution services.
If approved by shareholders, the proposed agreement would take affect on
November 1, 1994 (or, if later, the first day of the first month following
approval) and would continue in force until July 31, 1995 and from year to
year thereafter, but only as long as its continuance was approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested persons"
of the trust or FMR and (ii) the vote of either a majority of the Trustees
or by the vote of a majority of the outstanding shares of each fund.
The proposed agreement could be transferred to a successor of FMR Far East
without resulting in its termination and without shareholder approval, as
long as the transfer did not constitute an assignment under applicable
securities regulations. The proposed agreement would be terminable on 60
days' written notice by either party to the agreement and the proposed
agreement would terminate automatically in the event of its assignment.
CONCLUSION. The Board of Trustees unanimously recommends that shareholders
of each fund vote FOR the proposed agreement. If the proposed agreement is
not approved by shareholders of a fund, FMR's current agreement on behalf
of that fund will continue in effect.
11. TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH FMR U.K. FOR EACH FUND.
In conjunction with its portfolio management responsibilities on behalf of
Fidelity Capital Appreciation Fund, Fidelity Value Fund, Fidelity
Disciplined Equity Fund, Fidelity Stock Selector, FMR has entered into
sub-advisory agreements with affiliates whose offices are geographically
dispersed around the world. To strengthen and coordinate these
relationships, the Board of Trustees proposes that shareholders of each
fund approve a new sub-advisory agreement (the proposed agreement) between
Fidelity Management & Research U.K. Inc. (FMR U.K.) and FMR on behalf of
each fund to replace FMR's existing agreement with FMR U.K. The proposed
agreement would allow FMR not only to receive investment advice and
research services from FMR U.K., but also would permit FMR to grant FMR
U.K. investment management authority, as well as the authority to buy and
sell securities if FMR believes it would be beneficial to each fund and its
shareholders. Because FMR pays all of FMR U.K.'s fees, the proposed
agreement would not affect the fees paid by each fund to FMR.
On March 17, 1994, the Board of Trustees agreed to submit the proposed
agreement to shareholders of each fund pursuant to a unanimous vote of both
the full Board of Trustees and those Trustees who were not "interested
persons" of the trust or FMR. If approved by shareholders, the proposed
agreement will replace the sub-advisory agreement currently in effect with
respect to each fund (the current agreements). The current agreements,
dated December 28, 1989 (Fidelity Capital Appreciation Fund and Fidelity
Disciplined Equity Fund ) , December 29, 1989 (Fidelity Value Fund),
and September 23, 1990 (Fidelity Stock Selector), were approved by each
fund's shareholders on October 18, 1989 (Fidelity Capital Appreciation
Fund, Fidelity Value Fund, and Fidelity Disciplined Equity Fund) and
September 18, 1991 (Fidelity Stock Selector), respectively. A copy of the
proposed agreement is attached to this proxy statement as Exhibit 5.
FMR U.K., with its principal office in London, is a wholly-owned
subsidiary of FMR established in 1986 to provide investment research to FMR
with respect to foreign securities. This research complements other
research on foreign securities produced by FMR's U.S.-based research
analysts and portfolio managers, or obtained from broker-dealers or other
sources.
FMR U.K. may also provide investment advisory services to FMR with respect
to other investment companies for which FMR serves as investment adviser,
and to other clients. Currently, FMR U.K.'s only client other than FMR is
Fidelity International Limited (FIL), an affiliate of FMR organized under
the laws of Bermuda. FIL provides investment advisory services to non-U.S.
investment companies and institutional investors investing in securities of
issuers throughout the world. Edward C. Johnson 3d, President and a Trustee
of the trust, is Chairman and a Director of FMR U.K., Chairman, and a
Director of FIL, and a principal stockholder of both FIL and FMR. For more
information on FMR U.K., see the section entitled "Activities and
Management of FMR U.K. and FMR Far East" on page .
Under the current agreement, FMR U.K. acts as an investment consultant to
FMR and supplies FMR with investment research information and portfolio
management advice as FMR reasonably requests on behalf of each fund. FMR
U.K. provides investment advice and research services with respect to
issuers located outside of the United States focusing primarily on
companies based in Europe. Under the current agreement with FMR U.K., FMR,
NOT THE FUNDS, pays FMR U.K.'s fee equal to 110% of its costs incurred in
connection with the agreement.
For the fiscal years ended October 31, 1993, 1992, 1991, FMR paid FMR U.K.
on behalf of each fund as follows:
Fund Fiscal Fiscal Fiscal
1993 1992 1991

Fidelity Capital Appreciation Fund $ 105,214 $ 152,025 $ 168,000

Fidelity Value Fund $ 34,444 $ 3,664 $ 6,000

Fidelity Disciplined Equity Fund $ 273 -- - -

Fidelity Stock Selector $ 67 $ 37 --

Although FMR employees are expected to consult regularly with FMR U.K.,
under the current agreement, FMR U.K. has no authority to make investment
decisions on behalf of the funds. Under the proposed agreement, FMR would
continue to receive investment advice from FMR U.K., but it could also
grant investment management authority with respect to all or a portion of
each fund's assets to FMR U.K. If FMR U.K. were to exercise investment
management authority on behalf of a fund, it would be required, subject to
the supervision of FMR, to direct the investments of the fund in accordance
with the fund's investment objective, policies, and limitations as provided
in each fund's Prospectus or other governing instruments and such other
limitations as each fund may impose by notice in writing to FMR or FMR U.K.
If FMR grants investment management authority to FMR U.K. with respect to
all or a portion of a fund's assets, FMR U.K. would be authorized to buy or
sell stocks, bonds, and other securities for the fund subject to the
overall supervision of FMR and the Board of Trustees. In addition, the
proposed agreement would authorize FMR to delegate other investment
management services to FMR U.K., including, but not limited to, currency
management services (including buying and selling currency options and
entering into currency forward and futures contracts on behalf of each
fund), other transactions in futures contracts and options, and borrowing
or lending portfolio securities. If any of these investment management
services were delegated, FMR U.K. would continue to be subject to the
control and direction of FMR and the Board of Trustees and to be bound by
the investment objective, policies, and limitations of each fund. If
granted investment management authority, FMR U.K. would also execute orders
to purchase and sell securities as described in the "Portfolio
Transactions" section on page .
Allowing FMR to grant investment management authority to FMR U.K. would
provide FMR increased flexibility in the assignment of portfolio managers
and give each fund access to managers located abroad who may have more
specialized expertise with respect to local companies and markets.
Additionally, the Trustees believe that each fund and its shareholders may
benefit from giving FMR, through FMR U.K., the ability to execute portfolio
transactions from points in Europe that are physically closer to foreign
issuers and the primary markets in which their securities are traded.
Increasing FMR's proximity to foreign markets should enable each fund to
participate more readily in full trading sessions on foreign exchanges, and
to react more quickly to changing market conditions.
THE PROPOSED AGREEMENT WOULD NOT INCREASE THE FEES PAID TO FMR BY EACH
FUND. The fees paid by FMR to FMR U.K. for investment advice as
described above would remain unchanged. However, to the extent that FMR
granted investment management authority to FMR U.K., FMR would pay FMR U.K.
50% of its monthly management fee with respect to the average net assets
managed on a discretionary basis by FMR U.K. for investment management and
portfolio execution services.
If approved by shareholders, the proposed agreement would take affect on
November 1, 1994 (or, if later, the first day of the first month following
approval) and would continue in force until July 31, 1995 and from year to
year thereafter, but only as long as its continuance was approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested persons"
of the trust or FMR and (ii) the vote of either a majority of the Trustees
or by the vote of a majority of the outstanding shares of each fund.
The proposed agreement could be transferred to a successor of FMR U.K.
without resulting in its termination and without shareholder approval, as
long as the transfer did not constitute an assignment under applicable
securities regulations. The proposed agreement would be terminable on 60
days' written notice by either party to the agreement and the proposed
agreement would terminate automatically in the event of its assignment.
CONCLUSION. The Board of Trustees unanimously recommends that shareholders
of each fund vote FOR the proposed agreement. If the proposed agreement is
not approved by shareholders of a fund, FMR's current agreement on behalf
of that fund will continue in effect.
12. TO ELIMINATE FIDELITY CAPITAL APPRECIATION FUND'S AND FIDELITY VALUE
FUND'S FUNDAMENTAL INVESTMENT POLICIES CONCERNING INVESTMENT FOR TEMPORARY
DEFENSIVE PURPOSES.
Fidelity Capital Appreciation Fund's current fundamental policy concerning
investment for temporary defensive purposes is as follows:
"The fund may make substantial temporary investments in high-quality debt
securities, commercial paper, and obligations of banks and the U.S.
government for defensive purposes when, in FMR's judgement, economic or
market conditions warrant."
Fidelity Value Fund's current fundamental policy concerning investment for
temporary defensive purposes is as follows:
"FMR can also make substantial temporary investments in investment-grade
debt securities and in obligations of banks and of the U.S.
government for defensive purposes when, it believes market
conditions warrant."
The Trustees recommend that shareholders of each fund vote to eliminate
the above fundamental investment policies. If the proposal is approved, the
Trustees intend to replace the current fundamental policies with a
non-fundamental policy that could be changed without a vote of
shareholders. The proposed non-fundamental limitation is set forth below,
with a brief analysis of the substantive differences between it and the
current limitations.
"The fund reserves the right to invest without limitation in preferred
stocks and investment-grade debt instruments for temporary, defensive
purposes."
Mutual funds are permitted, for temporary defensive purposes, to invest
substantially in investments that fall outside of the fund's normal
investment parameters. Temporary defensive policies essentially permit
mutual funds to invest more conservatively than they otherwise would when
market conditions warrant. The primary purpose of the proposal is to
replace each fund's current temporary defensive policy with one which is
expected to become the standard for all Fidelity equity funds.
For both funds, the proposed policy would add preferred stocks as possible
investments for temporary defensive purposes in addition to bank deposits,
government securities, and commercial paper or other debt securities. Each
fund normally invests in common stocks. Preferred stocks generally are
considered to be more conservative than common stocks since many pay a
fixed dividend, and in the event that a corporation is liquidated, the
claims of owners of bonds and preferred stock take precedence over the
claims of common stock owners.
Fidelity Capital Appreciation Fund's current temporary defensive policy
allows the fund to invest in obligations that are considered to be high
quality. The proposed policy would preserve this ability and would also
increase the flexibility of the fund's temporary defensive policy by
allowing it to invest in investment-grade obligations. Investment-grade
debt securities have more credit risk than high-quality debt securities,
but generally carry lower risk than common stocks. The fund is currently
permitted to invest in investment-grade or lower-quality bonds for
non-defensive purposes (e.g., to seek capital appreciation). Such
investments would only be considered "defensive" if they were made to
reduce the fund's overall risk level and exposure to potential market
declines.
Although elimination of the funds' fundamental policies on investing for
temporary defensive purposes is unlikely to affect the way they invest at
this time, the proposed non-fundamental policy will provide the funds with
greater flexibility to react to changing market conditions. In addition,
the Board of Trustees believes that efforts to standardize each fund's
temporary defensive investment policies will facilitate FMR's investment
compliance efforts and are in the best interests of shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate each fund's fundamental investment policy regarding investment
for temporary defensive purposes. If approved, the proposed non-fundamental
policy will take effect immediately. If the proposal is not approved by the
shareholders of either fund, that fund's current fundamental policy will
remain unchanged.
13. TO AMEND FIDELITY VALUE FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING DIVERSIFICATION.
Fidelity Value Fund's current fundamental investment limitation concerning
diversification states:
"The fund may not purchase the security of any issuer (other than
obligations issued or guaranteed by the government of the United States,
its agencies or instrumentalities) if, as a result thereof; (a) more than
5% of the fund's total assets (taken at current value) would be invested in
the securities of such issuer or (b) the fund would own more than 10% of
the outstanding voting securities of such issuer."
The Trustees recommend that shareholders vote to replace the fund's
fundamental investment limitation with the following fundamental investment
limitation governing 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) 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 Trustees recommend that shareholders approve an amendment to
the fund 's fundamental investment limitation regarding
diversification that will permit the fund to invest more than 5% of its
total assets in the securities of one or more issuers and to hold more than
10% of the voting securities of one or more issuers. Subject to certain
statutory exceptions for securities of the U.S. government and its agencies
and instrumentalities, this increased investment flexibility will be
confined to 25% of the fund's total assets. The current 5% limitation
applicable to purchases of securities of a single issuer and 10% limitation
applicable to purchases of voting securities of a single issuer will remain
in effect with respect to 75% of a fund's total assets.
State securities regulations (Blue Sky regulations) at one time prohibited
a fund from registering shares for sale if the fund intended to invest more
than 5% of total assets in a single issuer or to hold more than 10% of the
voting securities of a single issuer. The fund has fundamental restrictions
that incorporate these Blue Sky restrictions. Because the Blue Sky
regulations regarding these limitations have been eliminated, shareholder
approval is sought to permit the fund to invest a higher proportion of its
assets in securities issued by a single issuer and to hold a higher
proportion of voting securities of a single issuer.
If the proposal is approved, the fund would be required to invest 75% of
its total assets so that no more than 5% of total assets would be invested
in any one issuer, and so that the fund owned no more than 10% of the
voting securities of any such issuer. As to the remaining 25% of total
assets, there would be no fundamental investment limitation on the amount
of assets the fund could invest in any single issuer or hold of voting
securities of a single issuer. This would permit the fund, for example, to
invest 25% of its total assets in a single issuer's securities, or to
invest 10% of its total assets in securities of one issuer and 15% in
securities of another issuer. The primary purpose of the proposal is to
give the fund greater investment flexibility by permitting it to acquire
larger positions in the securities of individual issuers. FMR believes that
this increased flexibility may provide opportunities to enhance the fund's
performance. At the same time, investing a larger percentage of a fund's
assets in a single issuer's securities increases the fund's exposure to
credit and other risks associated with that issuer's financial condition
and business operations, including the risk of default on debt securities.
FMR will only invest more than 5% of the fund's total assets in an issuer's
securities when it believes the securities' potential return justifies
accepting the risks associated with the higher level of investment. FMR
does not currently expect that approval will materially affect the way in
which the fund is managed with regard to a fund holding more than 10% of
the voting securities of an issuer.
If the proposal is approved, the new fundamental diversification
limitation could not be changed without a future vote of shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposed
limitation will benefit the fund by providing more investment flexibility,
which may result in enhanced performance. Accordingly, the Trustees
recommend that shareholders vote FOR the proposed limitation. The new
limitation, upon shareholder approval, will become effective immediately.
If the proposal is not approved, the fund's current limitation will remain
unchanged.
14. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING REAL
ESTATE.
Fidelity Capital Appreciation Fund's fundamental investment limitation
concerning real estate currently states:
"The fund may not purchase or sell real estate (but this shall not prevent
the fund from investing in marketable securities issued by companies such
as real estate investment trusts which deal in real estate or interests
therein and participation interests in pools of real estate mortgage
loans)."
Fidelity Value Fund's fundamental investment limitation concerning real
estate currently states:
"The fund may not purchase or sell real estate, but this shall not prevent
the fund from investing in marketable securities issued by companies such
as real estate investment trusts which deal in real estate or interests
therein and participation interest in pools of real estate mortgage loans."
Fidelity Disciplined Equity Fund's and Fidelity Stock Selector's
fundamental investment limitation concerning real estate currently states:
"The fund may not purchase or sell real estate unless acquired as a result
of ownership of securities (but this shall not prevent the fund from
purchasing and selling marketable securities issued by companies or other
entities or investment vehicles that deal in real estate or interests
therein, nor shall this prevent the fund from purchasing interests in pools
of real estate mortgage loans)."
Subject to shareholder approval, the Trustees intend to replace this
fundamental investment limitation with the following fundamental investment
limitation governing purchases and sales of 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)."
The primary purpose of the proposed amendment is to clarify the types of
securities in which the funds are authorized to invest and to conform the
funds' fundamental real estate limitations to a limitation that is expected
to become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental real estate limitation may not be changed
without a future vote of shareholders.
Adoption of the proposed limitation concerning real estate is not expected
to significantly affect the way in which the funds are managed or the way
in which securities or instruments are selected for the funds. However, to
the extent that the funds invest to a greater extent in real estate related
securities, they will be subject to the risks of the real estate market.
This industry is sensitive to factors such as changes in real estate values
and property taxes, overbuilding, variations in rental income, and interest
rates. Performance could also be affected by the structure, cash flow, and
management skill of real estate companies.
The funds do not expect to acquire real estate. However, the proposed
limitation would clarify several points. First, the proposed limitation
would make it explicit that the funds may acquire a security or other
instrument that is secured by a mortgage or other right to foreclose on
real estate, in the event of a default. Second, the proposed limitation
would clarify the fact that a fund may invest without limitation in
securities issued or guaranteed by companies engaged in acquiring,
constructing, financing, developing, or operating real estate projects
(e.g., securities of issuers that develop various industrial, commercial,
or residential real estate projects such as factories, office buildings, or
apartments). Any investments in these securities or other instruments are,
of course, subject to a fund's investment objective and policies and to
other limitations regarding diversification and concentration in particular
industries. Also, for Fidelity Value Fund and Fidelity Capital Appreciation
Fund, the proposed limitation specifically permits the funds to sell real
estate acquired as a result of ownership of securities or other
instruments. However, in light of the types of securities in which the
funds regularly invest, FMR considers this to be a remote possibility. The
proposed limitations covers all types of real estate-related investments,
while each of the current limitations refer to "marketable" securities. Any
unmarketable investments will continue to be limited to 10% of net assets
by each fund's existing non-fundamental limitation.
CONCLUSION. The Board of Trustees has concluded that the adoption of the
proposed amendment will benefit the funds and their shareholders. The
Trustees recommend that shareholders of each fund vote FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. With respect to each fund, if the proposal is not
approved, the fund's current limitation will remain unchanged.
ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS
The primary purpose of Proposals 15 through 26 is to revise several of the
funds' investment limitations to conform to limitations which are the
standards for similar funds managed by FMR. The Board of Trustees asked FMR
to analyze the various fundamental and non-fundamental investment
limitations of the Fidelity funds, and, where practical and appropriate to
a fund's investment objective and policies, propose to shareholders
adoption of standard fundamental limitations and elimination of certain
other fundamental limitations. Generally, when fundamental limitations are
eliminated, Fidelity's standard non-fundamental limitations replace them.
By making these limitations non-fundamental, the Board of Trustees may
amend a limitation as they deem appropriate, without seeking shareholder
vote. The Board of Trustees would amend the limitations to respond, for
instance, to developments in the marketplace, or changes in federal or
state law. The costs of shareholder meetings if called for these purposes
are generally borne by the fund and its shareholders.
It is not anticipated that these proposals will substantially affect the
way a fund is currently managed. However, FMR is presenting them to you for
your approval because FMR believes that increased standardization will help
to promote operational efficiencies and facilitate monitoring of compliance
with fundamental and non-fundamental investment limitations. Although
adoption of a new or revised limitation is not likely to have any impact on
the current investment techniques employed by a fund, it will contribute to
the overall objectives of standardization.
15. TO AMEND FIDELITY CAPITAL APPRECIATION FUND ' S, FIDELITY
DISCIPLINED EQUITY FUND'S AND FIDELITY STOCK SELECTOR'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING DIVERSIFICATION.
Fidelity Capital Appreciation Fund's current fundamental investment
limitation concerning diversification states:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the United States government or its
agencies or instrumentalities) if, as a result thereof, more than 5% of the
fund's total assets would be invested in the securities of such issuer, or
it would hold more than 10% of the voting securities of such issuer, except
that up to 25% of the value of the fund's total assets may be invested
without regard to these limitations."
Fidelity Disciplined Equity Fund's and Fidelity Stock Selector's current
fundamental investment limitation concerning diversification states:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the United States government or its
agencies or instrumentalities) if, as a result thereof, (a) more than 25%
of the value of its total assets would be invested in the securities of a
single issuer, or (b) with respect to 75% of its total assets, more than 5%
of the fund's total assets (taken at current value) would be invested in
the securities of such issuer, or it would own more than 10% of the voting
securities of such issuer."
The Trustees recommend that shareholders vote to replace each fund's
fundamental investment limitation with the following fundamental investment
limitation governing 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) 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 primary purpose of the proposal is to revise each fund's fundamental
diversification limitation to conform to a limitation that is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) The standard more closely
tracks the language of the limitation required under the Investment Company
Act of 1940. If the proposal is approved, the amended fundamental
diversification limitation cannot be changed without a future vote of
shareholders.
Adoption of the proposed limitation concerning diversification is not
expected to affect the way in which the funds are managed, the investment
performance of a fund, or the securities or instruments in which each fund
invests.
CONCLUSION. The Board of Trustees recommends voting FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. With respect to each fund, if the proposal is not
approved by shareholders, the fund's current limitation will remain
unchanged.
16. TO AMEND FIDELITY CAPITAL APPRECIATION FUND'S, FIDELITY VALUE FUND'S,
AND FIDELITY DISCIPLINED EQUITY FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING THE ISSUANCE OF SENIOR SECURITIES.
Fidelity Capital Appreciation Fund's current fundamental investment
limitation regarding the issuance of senior securities states:
"The fund may not issue bonds or any other class of security preferred
over shares of the fund in respect of the fund's assets."
Fidelity Value Fund's current fundamental investment limitation regarding
issuance of senior securities states:
"The fund may not issue senior securities."
Fidelity Disciplined Equity Fund's current fundamental investment
limitation regarding issuance of senior securities states:
"The fund may not issue bonds or any other class of security preferred
over shares of the fund in respect of the fund's assets or earnings,
provided that Fidelity Capital Trust may establish additional series of
shares in accordance with its Declaration of Trust."
The Trustees recommend that shareholders vote to replace these limitations
with the following fundamental investment limitation governing the issuance
of senior securities:
"The fund may not issue senior securities, except as permitted under the
Investment Company Act of 1940."
The primary purpose of the proposal is to revise each fund's fundamental
senior securities limitation to conform to a limitation that is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page.) If the proposal is approved,
the new fundamental senior securities limitation cannot be changed without
a future vote of the fund's shareholders.
Adoption of the proposed limitation on senior securities is not expected
to affect the way in which the funds are managed, the investment
performance of a fund, or the securities or instruments in which each fund
invests. However, the proposed limitation clarifies that the fund may issue
senior securities to the extent permitted under the 1940 Act.
Although the definition of a "senior security" involves complex statutory
and regulatory concepts, a senior security is generally thought of as an
obligation of a fund which has a claim to the fund's assets or earnings
that takes precedence over the claims of the fund's shareholders. The 1940
Act generally prohibits mutual funds from issuing senior securities;
however, mutual funds are permitted to engage in certain types of
transactions that might be considered "senior securities" as long as
certain conditions are satisfied. For example, a transaction which
obligates a fund to pay money at a future date (e.g., the purchase of
securities to be settled on a date that is further away than the normal
settlement period ) may be considered a "senior security." A mutual fund is
permitted to enter into this type of transaction if it maintains a
segregated account containing liquid securities in amount equal to its
obligation to pay cash for the securities at a future date. The funds
utilize transactions that may be considered "senior securities" only in
accordance with applicable regulatory requirements under the 1940 Act.
CONCLUSION. The Board of Trustees recommends voting FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. With respect to each fund, if the proposal is not
approved, the fund's current limitation will remain unchanged.
17. TO ELIMINATE EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
SHORT SALES OF SECURITIES.
Fidelity Capital Appreciation Fund's current fundamental investment
limitation on selling securities short is as follows:
"The fund may not make short sales of securities (unless it owns, or by
virtue of its ownership of other securities it has the right to obtain,
securities equivalent in kind and amount to the securities sold); provided,
however, that this limitation shall not limit the fund's ability to
purchase or sell futures contracts."
Fidelity Value Fund's current fundamental investment limitation on selling
securities short is as follows:
"The fund may not make short sales of securities (unless it owns, or by
virtue of its ownership of other securities has the right to obtain
securities equivalent in kind and amount to the securities sold); provided,
however, that the fund may purchase or sell futures contracts."
Fidelity Disciplined Equity Fund's current fundamental investment
limitation on selling securities short is as follows:
"The fund may not sell securities short, unless it owns, or by virtue of
its ownership of other securities has the right to obtain, securities
equivalent in kind and amount to the securities sold, and provided that
transactions in futures contracts and options are not deemed to constitute
selling securities short."
Fidelity Stock Selector's current fundamental investment limitation on
selling securities short is as follows:
"The fund may not sell securities short, unless it owns, or by virtue of
its ownership of other securities has the right to obtain, securities
equivalent in kind and amount to the securities sold, and provided that
transactions in futures contracts and options are not deemed to constitute
selling securities short."
The Trustees of each fund recommend that shareholders vote to eliminate
the above fundamental investment limitations. If the proposal is approved,
the Trustees intend to replace the current fundamental limitations with
non-fundamental limitations that could be changed without a vote of
shareholders. The proposed non-fundamental limitation is set forth below,
with a brief analysis of the substantive differences between it and the
current limitations.
"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."
In a short sale, an investor sells a borrowed security and has a
corresponding obligation to the lender to return the identical security. In
an investment technique known as a short sale "against the box," an
investor sells securities short while owning the same securities in the
same amount, or having the right to obtain equivalent securities. The
investor could have the right to obtain equivalent securities, for example,
through its ownership of warrants, options, or convertible bonds.
The proposed non-fundamental limitation would clarify for Fidelity Capital
Appreciation Fund and Fidelity Value Fund that options transactions are not
deemed to constitute selling securities short.
Certain state regulations currently prohibit mutual funds from entering
into any short sales, other than short sales against the box. The funds
do not currently anticipate entering into any short sales except short
sales against the box. If the proposal is approved, however, the Board
of Trustees would be able to change the proposed non-fundamental limitation
in the future, without a vote of shareholders, if state regulations were to
change to permit other types of short sales, or if waivers from existing
requirements were available, subject to appropriate disclosure to
investors.
Elimination of the funds' fundamental limitations on short selling is
unlikely to affect each fund's investment techniques at this time. The
Board of Trustees believes that efforts to standardize each fund's
investment limitations will facilitate FMR's investment compliance efforts
(see "Adoption of Standardized Investment Limitations" on page ) and are in
the best interests of shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate each fund's fundamental investment limitations regarding short
sales of securities. If approved, the proposal will take effect
immediately. With respect to each fund, if the proposal is not approved by
the shareholders, the fund's current limitation will remain unchanged.
18. TO ELIMINATE EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
MARGIN PURCHASES.
Fidelity Capital Appreciation Fund's current fundamental investment
limitation concerning purchasing securities on margin is as follows:
"The fund may not purchase any securities on margin, except for such
short-term credits as are necessary for the clearance of transactions;
provided, however, that this limitation shall not limit the fund's ability
to make initial and variation margin payments in connection with purchases
or sales of futures contracts or options on futures contracts."
Fidelity Value Fund's current fundamental investment limitation concerning
purchasing securities on margin is as follows:
"The fund may not purchase any securities on margin, except for such
short-term credits as are necessary for the clearance of transactions;
provided, however, that the fund may make initial and variation margin
payments in connection with purchases or sales of futures contracts or of
options on futures contracts."
Fidelity Disciplined Equity Fund's and Fidelity Stock Selector's current
fundamental investment limitation concerning purchasing securities on
margin is as follows:
"The fund may not 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 payment of initial and variation margin
payments in connection with transactions in futures contracts and options
on futures contracts shall not constitute purchasing securities on margin."
The Trustees recommend that shareholders of each fund vote to eliminate
the above fundamental investment limitations. If the proposal is approved,
the Trustees intend to adopt a substantially identical non-fundamental
limitation for each fund that could be changed without a vote of
shareholders.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the
borrower places with a broker as collateral against the loan. Each fund's
current fundamental limitation prohibits the fund from purchasing
securities on margin, except to obtain such short-term credits as may be
necessary for the clearance of transactions and for initial and variation
margin payments made in connection with the purchase and sale of futures
contracts and options on futures contracts. With these exceptions, mutual
funds are prohibited from entering into most types of margin purchases by
applicable SEC policies. The proposed non-fundamental limitation includes
these exceptions.
If the proposal is approved by shareholders, the Trustees intend to adopt
the following non-fundamental investment limitation, which would prohibit
margin purchases except as permitted under the conditions referred to
above:
"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."
Although elimination of each fund's fundamental limitation on margin
purchases is unlikely to affect the fund's investment techniques at this
time, in the event of a change in federal regulatory requirements, the
funds may alter their investment practices in the future. The Board of
Trustees believes that efforts to standardize investment limitations will
facilitate FMR's investment compliance efforts (see "Adoption of
Standardized Investment Limitations" on page .) and are in the best
interests of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal to eliminate
each fund's fundamental investment limitation regarding margin purchases.
If approved, the new non-fundamental limitation will become effective
immediately. With respect to each fund, if the proposal is not approved,
the fund's current limitation will remain unchanged.
19. TO AMEND EACH FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
BORROWING.
Fidelity Capital Appreciation Fund's current fundamental investment
limitation concerning borrowing states:
"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 the value of the fund's total assets
(including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed 33 1/3% of the fund's total assets by
reason of a decline in net assets, will be reduced within three days
(exclusive of Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation."
Fidelity Value Fund's current fundamental investment limitation concerning
borrowing states:
"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 the value of its total assets (including
the amounted borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed 33 1/3% of the fund's total assets by reason
of a decline in net assets will be reduced with three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation."
Fidelity Disciplined Equity Fund's current fundamental investment
limitation concerning borrowing states:
"The fund may not borrow money, except for temporary or emergency purposes
(not for leveraging or investment) in an amount not exceeding 33 1/3% of
the value of its total assets (including the amount borrowed and taken at
current value) less liabilities (other than borrowings). Any borrowings
that come to exceed 33 1/3% of the value of the fund's total assets by
reason of a decline in the net assets will be reduced within 3 days to the
extent necessary to comply with the 33 1/3% limitation."
Fidelity Stock Selector's current fundamental investment limitation
concerning borrowing states:
"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 the value of its total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed 33 1/3% of the value of the fund's total
assets by reason of a decline in net assets will be reduced within 3 days
(exclusive of Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation."
Subject to shareholder approval, the Trustees intend to replace each
fund's current fundamental investment limitation with the following amended
fundamental investment limitation governing 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."
The primary purpose of the proposal is to revise each fund's fundamental
borrowing limitation to conform to a limitation that is expected to become
the standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page .) If the proposal is approved, the amended
fundamental borrowing limitation cannot be changed without a future vote of
shareholders.
Adoption of the proposed limitation concerning borrowing is not expected
to affect the way in which the funds are managed, the investment
performance of the funds, or the securities or instruments in which the
funds invest. However, the proposal would clarify two points. First, under
the current limitations, each fund must reduce borrowings that come to
exceed 33 1/3% of total assets only when there is a decline in net assets.
Second, the proposed limitation differs from that of Fidelity Disciplined
Equity Fund because it specifically defines "three days" to exclude Sundays
and holidays, while the fund's current limitation simply states "three
days."
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund. Accordingly, the Trustees recommend that
shareholders of the funds vote FOR the proposed amendment. The amended
limitation, upon shareholder approval, will become effective immediately.
With respect to each fund, if the proposal is not approved, the fund's
current limitation will remain unchanged.
20. TO AMEND FIDELITY VALUE FUND'S, FIDELITY DISCIPLINED EQUITY FUND'S, AND
FIDELITY STOCK SELECTOR'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING THE
CONCENTRATION OF EACH FUND'S INVESTMENTS WITHIN A SINGLE INDUSTRY.
Fidelity Value Fund's current fundamental investment limitation concerning
the concentration of its investments within a single industry states:
"The fund may not purchase the security of any issuer (other than
obligations issued or guaranteed by the government of the United States, or
its agencies or instrumentalities) if, as a result thereof, more than 25%
of the fund's total assets (taken at current value), would be invested in
the securities of one or more issuers having their principal business
activities in the same industry."
Fidelity Disciplined Equity Fund's and Fidelity Stock Selector's current
fundamental investment limitation concerning the concentration of its
investments within a single industry states:
"The fund may not purchase any security if, as a result, more than 25% of
its total assets (taken at current value) would be invested in the
securities of issuers having their principal business activities in the
same industry (this limitation does not apply to securities issued or
guaranteed by the United States government or its agencies or
instrumentalities)."
Subject to shareholder approval, the Trustees of each fund intend to
replace this fundamental investment limitation with the following amended
fundamental investment limitation governing 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."
The primary purpose of the proposal is to revise each fund's fundamental
concentration limitation to conform to a limitation which is expected to
become the standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental concentration limitation could not be changed
without a future vote of shareholders.
Adoption of the proposed limitation on concentration is not expected to
affect the way a fund is managed, the investment performance of a fund, or
the securities or instruments in which a fund invests.
The proposed amended limitation is not substantially different from the
current limitation and is not likely to have any impact on the investment
techniques employed by the fund.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund. The Trustees recommend voting FOR the
proposed amendment. The new limitation, upon shareholder approval, will
become effective immediately. With respect to each fund, if the proposal is
not approved, the fund's current fundamental investment limitation will
remain unchanged.
21. TO AMEND FIDELITY CAPITAL APPRECIATION FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING UNDERWRITING.
The fund's current fundamental investment limitation concerning
underwriting states:
"The fund may not underwrite securities issued by others, except to the
extent that the fund may be deemed to be an underwriter in the disposition
of restricted securities."
Subject to shareholder approval, the Trustees intend to replace this
limitation with the following fundamental limitation governing
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."
The primary purpose of the proposed amendment is to clarify the fund's
fundamental policy with respect to underwriting. The proposal also serves
to conform the fund's fundamental investment limitation concerning
underwriting to a limitation which is expected to become the standard for
all funds managed by FMR. (See "Adoption of Standardized Investment
Limitations" on page .) If the proposal is approved, the new limitation may
not be changed without a future vote of shareholders.
Adoption of the proposed limitation concerning underwriting is not
expected to affect the way in which the fund is managed, the investment
performance of the fund, or the securities or instruments in which the fund
invests.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit the fund. Accordingly, the trustees recommend that
shareholders vote FOR the proposed amendment. The amended limitation, upon
shareholder approval, will become effective immediately. If the proposal is
not approved, the fund's current limitation will remain unchanged.
22. TO AMEND FIDELITY DISCIPLINED EQUITY FUND'S AND FIDELITY STOCK
SELECTOR'S FUNDAMENTAL INVESTMENT LIMITATION AND TO ADOPT A FUNDAMENTAL
INVESTMENT LIMITATION FOR FIDELITY CAPITAL APPRECIATION FUND CONCERNING THE
PURCHASE AND SALE OF PHYSICAL COMMODITIES.
Fidelity Disciplined Equity Fund's and Fidelity Stock Selector's current
fundamental investment limitations concerning commodities state:
"The fund may not purchase or sell physical commodities unless acquired as
a result of ownership of securities (but this shall not prevent the fund
from purchasing and selling futures contracts)."
Currently, Fidelity Capital Appreciation Fund does not have a fundamental
investment limitation describing its policy regarding the purchase and sale
of commodities. Pursuant to Section 8(b) of the 1940 Act, a mutual fund
must state its policy relating to, among other things, the purchase and
sale of commodities. In general, the fund does not anticipate any future
investment activity with respect to physical commodities, but pursuant to
securities regulation, must adopt a stated policy.
Subject to shareholder approval, the Trustees intend to replace Fidelity
Disciplined Equity Fund's and Fidelity Stock Selector's fundamental
investment limitation with the following fundamental investment limitation
governing commodities and add the following fundamental limitation to
Fidelity Capital Appreciation Fund :
"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)."
The primary purpose of this proposal is to implement a fundamental
investment limitation on commodities that conforms to a limitation that is
expected to become the standard for all funds managed by FMR. (See
"Adoption of Standardized Investment Limitations" on page .) If the
proposal is approved, the new fundamental commodities limitation cannot be
changed without a future vote of shareholders.
Adoption of the proposed limitation on commodities is not expected to
affect the way in which the funds are managed, the investment performance
of the funds, or the securities or instruments in which the funds invest.
However, the proposed limitation would clarify two points. First, the
proposed limitation would make it explicit that each fund may acquire
physical commodities as the result of ownership of instruments other than
securities. Second, the proposed limitation would clarify that each fund
may invest without limit in securities or other instruments backed by
physical commodities. Any investments of this type are, of course, subject
to each fund's investment objective, policies, and other limitations.
CONCLUSION. The Board of Trustees has concluded that the adoption of the
proposed amendment will benefit each fund and its shareholders. The
Trustees recommend that shareholders of each fund vote FOR the proposed
amendment. The amended limitation, upon shareholder approval, will become
effective immediately. With respect to each fund, if the proposal is not
approved, the fund's current limitation will remain unchanged.
23. TO AMEND FIDELITY CAPITAL APPRECIATION FUND'S, FIDELITY VALUE FUND'S,
AND FIDELITY DISCIPLINED EQUITY FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING LENDING.
Fidelity Capital Appreciation Fund's and Fidelity Value Fund's current
fundamental investment limitation concerning lending is as follows:
"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, except, (i) through the purchase of a portion of an issue of debt
securities in accordance with its investment objective, policies, and
limitations, or (ii) by engaging in repurchase agreements with respect to
portfolio securities."
Fidelity Disciplined Equity Fund's current fundamental investment
limitation concerning lending is as follows:
"The fund may not make loans if, as a result, more than 33 1/3% of its
total assets (taken at current value) would be lent to other parties,
except (a) through the purchase of a portion of an issue of debt securities
in accordance with its investment objective, policies, and limitations, and
(b) by engaging in repurchase agreements with respect to portfolio
securities."
Subject to shareholder approval, the Trustees intend to replace the Funds'
current limitations with the following fundamental investment limitation
governing lending:
"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."
The primary purpose of this proposal is to revise each fund's fundamental
lending limitation to conform to a limitation expected to become the
standard for all funds managed by FMR. (See "Adoption of Standardized
Investment Limitations" on page ). If the proposal is approved, the new
fundamental lending limitation cannot be changed without a future vote of
shareholders.
Adoption of the proposed limitation on lending is not expected to affect
the way in which the funds are managed, the investment performance of the
funds, or the instruments in which they invest. However, the proposed
limitation would clarify two points. First, the proposed limitation
provides specific authority for each fund to acquire the entire portion of
an issue of debt securities. Ordinarily, if a fund purchases an entire
issue of debt securities, there may be greater risks of illiquidity and
unavailability of public information if the issuer has no other issue of
securities outstanding, and it may be more difficult to obtain pricing
information to be used in establishing the fund's daily share price.
Second, the proposed amendment eliminates the reference to "portfolio
securities" in the exception for repurchase agreements.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund and is in the best interest of
shareholders. The Trustees recommend voting FOR the proposed amendment. The
amended limitation, upon shareholder approval, will become effective
immediately. With respect to each fund, if the proposal is not approved by
shareholders, the fund's current limitation will remain unchanged.
24. TO ELIMINATE FIDELITY CAPITAL APPRECIATION FUND'S AND FIDELITY VALUE
FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING INVESTMENT IN OTHER
INVESTMENT COMPANIES.
Fidelity Capital Appreciation Fund's and Fidelity Value Fund's current
fundamental investment limitation concerning investment in other investment
companies states:
"The fund may not purchase securities of other investment companies except
in the open market where no commission except the ordinary broker's
commission is paid, or as a part of a merger or consolidation, and in no
event may investments in such securities exceed 10% of the total assets of
the fund."
The Trustees recommend that shareholders vote to eliminate the above
fundamental investment limitation. If the proposal is approved, the
Trustees intend to replace the current fundamental limitation with the
following non-fundamental limitation, which could be changed without a vote
of shareholders:
"The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger."
The ability of mutual funds to invest in other investment companies is
restricted by rules under the 1940 Act and by some state regulations. Each
fund's current fundamental investment limitation recites certain of the
applicable federal and former state restrictions. The federal restrictions
will remain applicable to each fund whether or not they are recited in a
fundamental limitation. As a result, elimination of the above fundamental
limitation is not expected to have any impact on each fund's investment
practices, except to the extent that regulatory requirements may change in
the future. However, the Board of Trustees believes that the efforts to
standardize each fund's investment limitations will facilitate FMR's
investment compliance efforts (see "Adoption of Standardized Investment
Limitations" on page ) and are in the best interests of the shareholders.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate each fund's fundamental investment limitation regarding
investments in other investment companies. If approved, the new
non-fundamental limitation will become effective immediately. With respect
to each fund, if the proposal is not approved, the fund's current
limitation will remain unchanged.
25. TO ELIMINATE FIDELITY VALUE FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING INVESTMENTS IN SECURITIES OF NEWLY-FORMED ISSUERS.
The fund's current fundamental investment limitation regarding investments
in securities of newly-formed issuers states:
"The fund may not purchase the security of any issuer (other than
obligations issued or guaranteed by the government of the United States,
its agencies or instrumentalities) if, as a result thereof, more than 5% of
the fund's total assets (taken at current value) would be invested in the
securities of companies which, including predecessors, have a record of
less than three years' continuous operation."
The Trustees recommend that shareholders vote to eliminate the fund's
fundamental investment limitation referenced above. If the proposal is
approved, the Trustees intend to adopt a non-fundamental investment
limitation, which could be changed without a vote of shareholders:
"The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation."
Newly-formed issuers or "unseasoned issuers" are issuers with less than
three years' continuous operation. The purpose of the fundamental
limitation on investments in unseasoned issuers is to comply with state
laws and limit the risks associated with investing in companies that have
no proven track record in business and whose prospects are uncertain. The
proposed non-fundamental investment limitation will clarify the fact that
the fund's unseasoned issuers limitation is applicable only to securities
issued by newly-formed entities engaged in a trade or business with a prior
history of operations of less than three years and not to U.S. government
and foreign government securities. The proposed limitation further
clarifies that securities of business enterprises, such as pools of
asset-backed securities, with a record of less than three years of
continuous operation will be limited to 5% of the fund's total assets. The
proposal will have no current impact on the fund. However, adoption of a
standard non-fundamental limitation will facilitate FMR's compliance
efforts (see "Adoption of Standardized Investment Limitations" on page )
and will enable the fund to respond more promptly if applicable state laws
change in the future.
CONCLUSION. The Board of Trustees has determined that it is in the best
interests of the shareholders to replace the fund's fundamental investment
limitation concerning investments in unseasoned issuers with a
non-fundamental investment limitation. Accordingly, the Trustees recommend
that shareholders vote FOR the proposal to eliminate the fund's fundamental
investment limitation regarding investments in securities of newly-formed
issuers. If the proposal is approved, the new non-fundamental investment
limitation will become effective immediately. If the proposal is not
approved, the fund's current limitation will remain unchanged.
26. TO ELIMINATE FIDELITY VALUE FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING INVESTMENTS IN OIL, GAS, AND OTHER MINERAL EXPLORATION PROGRAMS.
Currently, Fidelity Value Fund has a fundamental investment limitation
specifying that the fund may not "invest in oil, gas or other mineral
exploration or development programs." Investment in oil, gas, or other
mineral exploration programs is permitted under federal standards for
mutual funds, but currently is prohibited by some state regulations.
The Trustees recommend that shareholders vote to eliminate the above
fundamental investment limitation. If the proposal is approved, the
Trustees of the fund intend to adopt the following non-fundamental
investment limitation, which could be changed without a shareholder vote:
"The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases."
The proposal will have no current impact on the fund. However, adoption of
a standardized non-fundamental investment limitation will facilitate FMR's
investment compliance efforts (see "Adoption of Standardized Investment
Limitations" on page ), and will enable the fund to respond more promptly
if applicable state laws change in the future. In addition, the fund's new
limitations will, for the first time, specifically refer to leases.
CONCLUSION. The Board of Trustees recommends voting FOR the proposal to
eliminate the fund's fundamental investment limitation concerning
investment in oil, gas, and other mineral exploration programs. If
approved, the proposal will take effect immediately. If the proposal is not
approved, the fund's current limitation will remain unchanged.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies whose average net assets for July
1994, were in excess of $2 55 billion. The Fidelity family of funds
currently includes a number of funds with a broad range of investment
objectives and permissible portfolio compositions. The Boards of these
funds are substantially identical to that of this trust. In addition, FMR
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors. Information concerning the advisory
fees, net assets, and total expenses of the funds advised by FMR is
contained in the Table of Average Net Assets and Expense Ratios in Exhibit
6.
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far East),
both wholly owned subsidiaries of FMR formed in 1986, supply investment
research information, and may supply portfolio management services to FMR
in connection with certain funds advised by FMR. FMR Texas Inc., a wholly
owned subsidiary of FMR formed in 1989, supplies portfolio management and
research services in connection with certain money market funds advised by
FMR.
FMR, its officers and directors, its affiliated companies and personnel,
and the Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions which have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Consolidated Statement of Financial Condition of Fidelity Management &
Research Company and subsidiaries as of December 31, 1993 is shown
beginning on page .
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Each of the
Directors is also a Trustee of the trust. Messrs. Johnson 3d, Burkhead,
John H. Costello, Thomas Sweeney, Jeffrey Ubben, Bradford Lewis, Gary L.
French, Arthur S. Loring , and William J. Hayes are currently
officers of the trust and officers or employees of FMR or FMR Corp. With
the exception of Mr. Costello, all of these persons are stockholders of FMR
Corp. FMR's address is 82 Devonshire Street, Boston, Massachusetts 02109,
which is also the address of the Directors of FMR.
All of the stock of FMR is owned by a parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts, which was organized on October
31, 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions, Fidelity Service Co., which is
the transfer and shareholder servicing agent for certain of the retail
funds advised by FMR, Fidelity Investments Institutional Operations
Company, which performs shareholder servicing functions for certain
institutional customers, and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization. Messrs. Johnson 3d, Burkhead, William L. Byrnes, James C.
Curvey, and Caleb Loring, Jr., and Ms. Abigail P. Johnson are the Directors
of FMR Corp. On June 30 , 1994, Messrs. Johnson 3d, Burkhead, Curvey,
and Loring, Jr., and Ms. Johnson owned approximately 2 4%, 3%, 3%,
13 %, and 2 4 %, respectively, of the voting common stock of FMR
Corp. In addition, various Johnson family members and various trusts for
the benefit of Johnson family members, for which Messrs. Burkhead, Curvey,
or Loring, Jr. are Trustees, owned in the aggregate approximately
3 2% of the voting common stock of FMR Corp. Messrs. Johnson 3d,
Burkhead, and Curvey owned approximately 2%, 3% and 1%, respectively, of
the non-voting common and equivalent stock of FMR Corp. In addition,
various trusts for the benefit of members of the Johnson family, for which
Mr. Loring, Jr. is the sole Trustee, and other trusts for the benefit of
Johnson family members, through limited partnership interests in a
partnership the corporate general partner of which is controlled by Mr.
Johnson 3d, Mr. Loring, Jr., and other Johnson family members, together
owned approximately 43% of the non-voting common and equivalent stock of
FMR Corp. Through ownership of voting common stock and the execution of
a shareholders' voting agreement , Edward C. Johnson 3d (President and a
Trustee of the trust), Johnson family members, and various trusts for the
benefit of the Johnson family form a controlling group with respect to FMR
Corp.
During the period Novemb er 1, 1992 through June 30 , 1994,
the following transactions were entered into by officers and/or Trustees of
the fund or of FMR Corp. involving more than 1% of the voting common,
non-voting common and equivalent stock, or preferred stock of FMR Corp. Mr.
C. Bruce Johnstone redeemed an aggregate of 25,500 shares of non-voting
common stock for an aggregate cash payment of approximately $3.4 million.
Mr. Morris J. Smith redeemed 15,000 shares of non-voting common stock for a
cash payment of approximately $1.8 million. Mr. Edward C. Johnson 3d
converted 2,064 shares of non-voting common stock. Mr. Caleb Loring, Jr.
purchased 1,064 shares of voting common stock with a cash payment of
approximately $166,000.
ACTIVITIES AND MANAGEMENT OF FMR U.K. AND FMR FAR EAST
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed in
1986 to provide investment research information with respect to certain
funds for which FMR acts as investment adviser. Under sub-advisory
agreements with FMR U.K. and FMR Far East, FMR pays fees equal to 110% of
FMR U.K.'s costs and 105% of FMR Far East's costs, respectively, in
connection with research services provided for the benefit of certain
Fidelity funds. During the fiscal period ended October 31, 1993, the fees
paid by FMR on behalf of the funds are shown in the following table.
Fees Paid to Fees Paid to
FMR U.K. FMR Far East

Fidelity Capital Appreciation Fund $ 105,214 $ 153,386

Fidelity Value Fund $ 34,444 $ 56,143

Fidelity Disciplined Equity Fund $ 273 $ 535

Fidelity Stock Selector $ 67 $ 111

The Statements of Financial Condition of FMR U.K. and FMR Far East as of
December 31, 1993 are shown on pages and respectively. Funds managed by
FMR with respect to which FMR currently has sub-advisory agreements with
either FMR U.K. or FMR Far East, and the net assets of each of these funds,
are indicated in the Table of Average Net Assets and Expense Ratios in
Exhibit 6 on page .
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and J. Gary Burkhead, President. Each of the Directors is also a
Trustee of the trust. Messrs. Johnson 3d and Burkhead are currently
officers of the trust and officers or employees of FMR U.K. and FMR Far
East. Messrs. Johnson 3d and Burkhead are stockholders of FMR Corp. The
affiliations of Messrs. Johnson 3d and Burkhead are described in Proposal
1. The principal business address of the Directors and FMR U.K. and FMR Far
East is 82 Devonshire Street, Boston, Massachusetts.
PRESENT MANAGEMENT CONTRACTS
Fidelity Capital Appreciation Fund, Fidelity Value Fund, Fidelity
Disciplined Equity Fund, Fidelity Stock Selector employ FMR to furnish
investment advisory and other services. Under its management contract with
each fund, FMR acts as investment adviser and, subject to the supervision
of the Board of Trustees, directs the investments of each fund in
accordance with its investment objective, policies, and limitations. FMR
also provides the funds with all necessary office facilities and personnel
for servicing the funds' investments, and compensates all officers of the
trust, all Trustees who are "interested persons" of the trust or of FMR,
and all personnel of the trust or of 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 each fund. These services include providing
facilities for maintaining each 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 each
fund's records and the registration of the fund's shares under federal and
state law; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each fund pays for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non-interested Trustees. Although each fund's
management contract provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices, and reports to existing shareholders, the trust has entered into a
revised transfer agent agreement with FSC, pursuant to which FSC bears the
cost of providing these services to existing shareholders. Other expenses
paid by the funds include interest, taxes, brokerage commissions, each
fund's proportionate share of insurance premiums and Investment Company
Institute dues, and the costs of registering shares under federal and state
securities laws. Each fund is also liable for such nonrecurring 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 the trust's officers and
Trustees with respect to litigation.
FMR is the funds' manager pursuant to management contracts dated December
28, 1989 (Fidelity Capital Appreciation Fund), December 29, 1989 (Fidelity
Value Fund), December 28, 1988 (Fidelity Disciplined Equity Fund), and
September 23, 1990 (Fidelity Stock Selector) which were approved approved
by shareholders on October 18, 1989 (Fidelity Capital Appreciation fund,
Fidelity Value Fund, and Fidelity Disciplined Equity Fund) and September
18 , 1991 (Fidelity Stock Selector), respectively. For the services
of FMR under the contracts, each fund pays FMR a monthly management fee
composed of the sum of a group fee rate and an individual fund fee rate
(the "basic fee").
COMPUTING THE BASIC FEE. Each fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate. 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 and is
calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left of the following table. On the right, the
effective annual fee rate schedule, are the actual results of cumulatively
applying the annualized rates at varying asset levels. For example, the
effective annual group fee rate at $2 58 billion of group net assets
- - their approximate level for July 1994 - was .32 15 %, which
is the weighted average of the respective fee rates for each level of group
net assets up to $2 58 billion.
GROUP FEE RATE SCHEDULE* EFFECTIVE ANNUAL FEE
RATES

Average Annualized Group Effective
Group Fee Rate Net Annual
Assets Assets Fee Rate

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
$ 0 - 3 billion .520% $ 0.5 .5200%
billion

3 - 6 .490 25 .4238

6 - 9 .460 50 .3823

9 - 12 .430 75 .3626

12 - 15 .400 100 .3512

15 - 18 .385 125 .3430

18 - 21 .370 150 .3371

21 - 24 .360 175 .3325

24 - 30 .350 200 .3284

30 - 36 .345 225 .32 49

36 - 42 .340 250 .3219

42 - 48 .335 275 .3190

48 - 66 .325 300 .3163

66 - 84 .320 325 .3137

84 - 102 .315 350 .3113

102 - 138 .310 375 .3090

138 - 174 .305 400 .3067

174 - 210 .300

210 - 246 .295

246 - 282 .290

282 - 318 .285

318 - 354 .280

354 - 390 .275

Over 390 .270

</TABLE>

* Prior to January 1, 1992, the group fee rate was based on a schedule with
breakpoints ending at .310% for average group assets in excess of $102
billion. The group fee breakpoints shown for average group assets between
$102 billion and $228 billion were voluntarily added to the group fee rate
schedule by FMR on January 1, 1992. The additional breakpoints for average
group assets in excess of $228 billion were voluntarily added to the group
fee rate schedule by FMR on November 1, 1993 and August 1, 1994.
FMR's voluntary extensions of the group fee rate schedule, which provide
for lower management fees as FMR's total assets under management increase,
have been adopted by FMR pending shareholder approval of a new management
contract reflecting the extended schedule.
The individual fund fee rate is .30% for Fidelity Capital Appreciation
Fund, Fidelity Disciplined Equity Fund, and Fidelity Stock Selector, and
.35% * for Fidelity Value Fund. Based on the average net assets of
the funds advised by FMR for July 1994, the annual basic fee rate would be
calculated as follows:
Group Individual Fund Basic
Fee Rate Fee Rate Fee Rate

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Fidelity Capital Appreciation .32 15 % + .30% = .62 15 %
Fund

Fidelity Value Fund .32 15 % + .35% * = .67 15 %

Fidelity Disciplined Equity Fund .32 15 % + .30% = .62 15 %

Fidelity Stock Selector .32 15 % + .30% = .62 15 %

</TABLE>

* To be reduced to .30%, upon shareholder approval.
One twelfth (1/12) of this annual management fee rate is then applied to
the fund's average net assets for the current month, giving a dollar amount
which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT FOR EACH FUND. The basic fee for each
fund 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 of the S&P 500 Index over the
same period. The performance period consists of the most recent month plus
the previous 35 months. Each percentage point of difference (up to a
maximum difference of + 10) is multiplied by a performance adjustment rate
of .02%. Thus, the maximum annualized adjustment rate is + .20%. This
performance comparison is made at the end of each month. One twelfth of
this rate is then applied to the fund's average net assets for the entire
performance period, giving a dollar amount which will be added to (or
subtracted from) the basic fee.
Each fund's performance is calculated based on change in net asset value.
For purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by each fund are treated as if reinvested
in fund shares at the NAV as of the record date for payment. The record of
the S&P 500 Index is based on change in value and is adjusted for any cash
distributions from the companies whose securities compose the S&P 500
Index.
Because the adjustment to the basic fee is based on each fund's
performance compared to the investment record of the S&P 500 Index, the
controlling factor is not whether the fund's performance is up or down per
se, but whether it is up or down more or less than the record of the S&P
500 Index. Moreover, the comparative investment performance of the fund is
based solely on the relevant performance period without regard to the
cumulative performance over a longer or shorter period of time.
MANAGEMENT FEES. The following table lists the fees paid to
FMR by each fund for its services as investment adviser, including any
applicable performance adjustment, with the corresponding percentage of
average net assets of each fund for the fiscal years ending October 31,
1993, 1992, and 1991. If FMR had not voluntarily adopted extensions to the
group fee rate schedule, fiscal 1993 and 1992 fees would have been higher.
Management Fees Percentage of Average Net
Assets

1993 1992 1991 1993 1992 1991

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Fidelity Capital $5,518,569 $3,432,460 $ 6,175,203 .48% .33% .45%
Appreciation
Fund

Fidelity Value $7,889,000 $1,386,283 $ 549,752 .72% .57% .50%
Fund

Fidelity $4,373,112 $1,691,410 $ 975,020 .70% .74% .76%
Disciplined
Equity Fund

Fidelity Stock $3,241,257 $1,427,297 $ 392,977 .71% .72% .66%*
Selector

</TABLE>

* Annualized
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 21/2% of the first $30 million, 2% of the next
$70 million, and 11/2% of average net assets in excess of $100 million.
When calculating a fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS. FMR entered into sub-advisory agreements with FMR U.K. and
FMR Far East on December 28, 1989 (Fidelity Capital Appreciation Fund),
December 29, 1989 (Fidelity Value Fund), December 28 , 1989 (Fidelity
Disciplined Equity Fund), and September 2 3 , 1990 (Fidelity Stock
Selector), pursuant to which FMR U.K. and FMR Far East supply FMR with
investment research and recommendations concerning foreign securities for
the benefit of the funds. The sub-advisory agreements provide that FMR will
pay fees to FMR U.K. and FMR Far East equal to 110% and 105%, respectively,
of FMR U.K.'s and FMR Far East's costs incurred in connection with each
agreement, said costs to be determined in relation to the assets of a fund
that benefit from the services of the sub-advisers.
The fees paid to FMR U.K. and FMR Far East under the sub-advisory
agreements for fiscal 1993, 1992, and 1991, on behalf of each fund are
shown in the following table.
Fees Paid to FMR Far East Fees Paid to FMR U.K.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1993 1992 1991 1993 1992 1991

Fidelity Capital $ 153,386 $ 198,370 $ 180,000 $ 105,214 $ 152,025 $ 168,000
Appreciation
Fund

Fidelity Value $ 56,143 $ 4,895 $ 6,000 $ 34,444 $ 3,664 $ 6,000
Fund

Fidelity $ 535 -- -- $ 273 -- --
Disciplined
Equity Fund

Fidelity Stock $ 11 1 $ 35 -- $ 67 $ 37 --
Selector

</TABLE>

PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in its
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR
considers various relevant factors, including, but not limited to, the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and arrangements for payment of fund
expenses. Commissions for foreign investments traded on foreign exchanges
will generally be higher than for U.S. investments and may not be subject
to negotiation.
Each fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers is
generally made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of each fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause a
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to each
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services. Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. Prior to September 4, 1992, FBSL operated under the name
Fidelity Portfolio Services, Ltd. (FPSL) as a wholly owned subsidiary of
Fidelity International Limited (FIL). Edward C. Johnson 3d is Chairman of
FIL. Mr. 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.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by each fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to that of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except if certain
requirements are satisfied. Pursuant to such requirements, the Board of
Trustees has authorized FBSI to execute fund portfolio transactions on
national securities exchanges in accordance with approved procedures and
applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of
each fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
Each fund's annual portfolio turnover rates for the fiscal years ended
October 31, 1993 and 1992 are illustrated in the following table.
1993 1992

Fidelity Capital Appreciation Fund 120% 99%

Fidelity Value Fund 117% 81%

Fidelity Disciplined Equity Fund 279% 255%

Fidelity Stock Selector 192% 268%

The tables below list the total brokerage commissions paid; the percentage
of brokerage commissions paid to brokerage firms that provided research
services; the total dollar value of brokerage commissions paid to firms
that provided research services; and the commissions paid to FBSI and FBSL
in dollars and as a percentage of the dollar value of all transactions in
which brokerage commissions were paid for the fiscal period ended October
31, 1993 for each of the funds. The differences in the percentage of
brokerage commissions paid to FBSI and FBSL and the percentage of
transactions effected through FBSI and FBSL are a result of low commission
rates charged by FBSI and FBSL in comparison to those charged by
unaffiliated broker-dealers.
Total % Paid to Amount
Commissions Firms Paid to Firms
Providing Providing
Research Research

Fidelity Capital $ 4,078,595 72% $ 2,916,833
Appreciation Fund

Fidelity Value Fund $ 3,819,000 63% $ 2,422,000

Fidelity Disciplined $ 2,443,775 4 8 % $ 1,166,132
Equity Fund

Fidelity Stock Selector $ 1,246,327 53% $ 663,555

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Total % To Transaction
Commission FBSI s
s (Paid to Through
FBSI) FBSI

Fidelity Capital Appreciation $ 990,000 24% 39%
Fund

Fidelity Value Fund $ 1,148,000 30% 40 %

Fidelity Disciplined Equity $ 542,539 22% 2 6 %
Fund

Fidelity Stock Selector $ 219,430 1 8 % 1 9 %

</TABLE>

From time to time the Trustees will review whether the recapture for the
benefit of a fund of some portion of the brokerage commissions or similar
fees paid by that fund on portfolio transactions is legally permissible and
advisable. Each fund seeks to recapture soliciting broker-dealer fees on
the tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine, in the exercise of their business judgment,
whether it would be advisable for a fund to seek such recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases, this system could have a detrimental
effect on the price or value of a security 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. It is
the current opinion of the Trustees that the desirability of retaining FMR
as investment adviser to the funds outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
Fidelity Service Co. (FSC) is transfer, dividend disbursing, and
shareholders' servicing agent for the funds. Under the trust's contract
with FSC, each fund pays an annual fee of $26.03 per basic retail account
with a balance of $5,000 or more, $15.31 per basic retail account with a
balance of less than $5,000 and a supplemental activity charge of $2.25 for
standing order transactions and $6.11 for other monetary transactions.
These fees and charges are subject to annual cost escalation based on
postal rate changes and changes in wage and price levels as measured by the
National Consumer Price Index for Urban Areas. With respect to certain
institutional client master accounts, each fund pays FSC a per-account fee
of $95.00, and monetary transaction charges of $20.00 or $17.50 depending
on the nature of services provided. With respect to certain broker-dealer
master accounts, each fund pays FSC a per-account fee of $30.00, and a
charge of $6.00 for monetary transactions. Fees for certain institutional
retirement plan accounts are based on the net assets of all such accounts
in the fund.
Under each fund's contract, FSC pays out-of-pocket expenses associated
with providing transfer agent services. In addition, FSC bears the expense
of typesetting, printing, and mailing prospectuses, statements of
additional information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements. Transfer agent fees,
including reimbursement for out-of-pocket expenses, paid to FSC by each
fund for the fiscal periods ended October 31, 1993, 1992, and 1991, are
indicated in the following table.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1993 1992 1991

Fidelity Capital Appreciation $ 3,3 18 , 293 $ 3,257,138 $ 4,101,447
Fund

Fidelity Value Fund $ 3,20 3,483 $ 711,816 $ 305,161

Fidelity Disciplined Equity Fund $ 1,83 5,709 $ 640,001 $ 330,826

Fidelity Stock Selector $ 1,326,266 $ 667,822 $ 216,577

</TABLE>

The table below shows the transfer agent fees the funds would have paid
if a portion of the funds' brokerage commissions had not resulted in
payment of certain of these fees for the fiscal period ended October 31,
1993.

<TABLE>
<CAPTION>
<S> <C> <C>
Transfer Agent Fees

Fidelity Capital Appreciation Fund $ 3,394,833

Fidelity Value Fund $ 3,326,923

Fidelity Disciplined Equity Fund $ 1,898,816

Fidelity Stock Selector $ 1,384,146

</TABLE>

The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine each fund's net asset value per share
and dividends, and maintain the fund's accounting records. Prior to July 1,
1991, the annual fee for these pricing and bookkeeping services was based
on two schedules, one pertaining to the fund's average net assets, and one
pertaining to the type and number of transactions the fund made. The fee
rates in effect as of July 1, 1991 are based on the fund's average net
assets, specifically, .06% for the first $500 million of average net assets
and .03% for average net assets in excess of $500 million. The fee is
limited to a minimum of $45,000 and a maximum of $750,000 per year. Pricing
and bookkeeping fees, including related out-of-pocket expenses, paid to
FSC, with respect to each fund, for fiscal 1993, 1992, and 1991, are
indicated in the following table.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
1993 1992 1991

Fidelity Capital Appreciation $ 499,068 $ 473,632 $ 327,278
Fund

Fidelity Value Fund $ 479,000 $ 146,260 $ 91,622

Fidelity Disciplined Equity Fund $ 332,370 $ 138,626 $ 100,369

Fidelity Stock Selector $ 270,920 $ 119,799 $ 74,128

</TABLE>

FSC also receives fees for administering the funds' securities lending
program. Securities lending fees are based on the number and duration of
individual securities loans. Securities lending fees for Fidelity
Capital Appreciation Fund paid to FSC for fiscal 1992 and 1991 were $2,785
and $3,085, respectively. There were no fees paid to FSC by Fidelity
Capital Appreciation Fund for fiscal 1993 and by Fidelity Value Fund,
Fidelity Disciplined Equity Fund, and Fidelity Stock Selector for fiscal
1993, 1992, and 1991.
Each fund has a distribution agreement with Fidelity Distributors
Corporation (FDC), a Massachusetts corporation organized on July 18, 1960.
FDC is a broker-dealer registered under the Securities Exchange Act of 1934
and is a member of the National Association of Securities Dealers, 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. Promotional and administrative
expenses in connection with the offer and sale of shares are paid by FMR.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of
the Trust, 82 Devonshire Street, Boston, Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Service Co., P.O. Box 789,
Boston, Massachusetts 02102, whether other persons are beneficial owners of
shares for which proxies are being solicited and, if so, the number of
copies of the Proxy Statements and Annual Reports you wish to receive in
order to supply copies to the beneficial owners of the respective shares.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research Company
(a Wholly-Owned Subsidiary of FMR Corp.):
We have audited the accompanying consolidated statement of financial
condition of Fidelity Management & Research Company as of December 31,
1993. This financial statement is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the consolidated financial position of Fidelity
Management & Research Company as of December 31, 1993, in conformity with
generally accepted accounting principles.

/s/COOPERS & LYBRAND
COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
($000)
Cash and cash equivalents $ 109
Management fees receivable 103,826
Invested assets:
Managed funds (market value $59,845,000) 56,416
Other investments (fair value $25,816,000) 20,822
Property and equipment, net 141,584
Deferred income taxes 35,910
Note receivable from affiliate 11,250
Prepaid expenses and other assets 9,597
Total Assets $ 379,514
LIABILITIES AND STOCKHOLDER'S EQUITY
Payable to mutual funds $ 8,580
Accounts payable and accrued expenses 30,349
Payable to parent company 235,232
Other liabilities 3,871
Total Liabilities 278,032

Stockholder's equity:
Common stock, $.30 par value;
authorized 50,000 shares;
issued and outstanding
26,500 shares 8
Additional paid-in capital 50,074
Retained earnings 51,400
Total Stockholder's Equity 101,482
Total Liabilities and Stockholder's Equity $ 379,514
The accompanying notes are an integral part
of the consolidated statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Fidelity Management & Research Company and Subsidiaries (the Company)
provide investment management and advisory services and other services
principally for the Fidelity Investments Family of Funds. The Company also
provides computer support and systems development services to affiliated
companies.
On March 1, 1993, ownership of the Company's wholly-owned subsidiary,
Fidelity Investments Institutional Services Company, Inc. was distributed
to the Company's parent. As of that date, this subsidiary had total assets
and stockholder's equity of approximately $73,000,000, and $60,000,000,
respectively.
PRINCIPLES OF CONSOLIDATION
The consolidated statement of financial condition includes the accounts of
Fidelity Management & Research Company and its wholly-owned subsidiaries.
All intercompany accounts have been eliminated.
INVESTED ASSETS
Managed funds investments (consisting primarily of Fidelity Mutual Funds)
are carried at the lower of aggregate cost or market. Other investments
consist primarily of investments in limited partnerships which are carried
at cost. Certain restrictions exist with respect to the sale or transfer of
these investments to third parties. For managed funds investments and other
investments, fair value is determined by the quoted market price except in
the case of restricted investments which are valued based on management's
assessment of fair value. When the Company has determined that an
impairment, which is deemed other than temporary, in the market or fair
value of an investment has occurred, the carrying value of the investment
is reduced to its net realizable value.
INCOME TAXES
The Company is included in the consolidated federal and certain state
income tax returns filed by FMR Corp.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
FIDELITY MANAGEMENT & RESEARCH COMPANY
(A WHOLLY-OWNED SUBSIDIARY OF FMR CORP.)
NOTES TO CONSOLIDATED STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost less accumulated depreciation and
amortization. Depreciation of furniture and equipment is computed over the
estimated useful lives of the related assets, which are principally three
to five years, using the straight-line method. Leasehold improvements are
amortized over the lesser of their economic useful lives or the period of
the lease. Maintenance and repairs are charged to operations when incurred.
Renewals and betterments of a nature considered to materially extend the
useful life of the assets are capitalized.
PENSION AND PROFIT SHARING PLANS
The Company participates in FMR Corp.'s noncontributory defined benefit
pension plan covering all of its eligible employees. There are no
statistics available for the actuarial data of this separate company. There
are no unfunded vested benefits.
The Company also participates in FMR Corp.'s defined contribution profit
sharing and retirement plans covering substantially all eligible employees.
B. PROPERTY AND EQUIPMENT, NET
At December 31, 1993, property and equipment, at cost, consist of (in
thousands):
Furniture $ 1,853
Equipment (principally computer related) 320,141
Leasehold improvements 6,712 328,706
Less: Accumulated depreciation and amortization 187,122
$ 141,584
C. NOTE RECEIVABLE FROM AFFILIATE
On December 2, 1993, the Company issued a non-recourse mortgage to an
affiliate for property located in Irving, Texas. The $11,250,000 note
receivable is due on January 1, 2009, and accrues interest at 7.6325%.
Payments of principal and interest are due monthly.
D. TRANSACTIONS WITH AFFILIATED COMPANIES
In connection with its operations, the Company provides services to and
obtains services from affiliated companies. Transactions related to these
services are settled, in the normal course of business, through an
intercompany account with the Company's parent, FMR Corp. The terms of
these transactions may not be the same as those which would otherwise exist
or result from agreements and transactions among unrelated parties.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research (U.K.) Inc.
(a Wholly-Owned Subsidiary of Fidelity Management & Research Company):
We have audited the accompanying statement of financial condition of
Fidelity Management & Research (U.K.) Inc. as of December 31, 1993. This
financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Fidelity Management &
Research (U.K.) Inc. as of December 31, 1993, in conformity with generally
accepted accounting principles.

/s/COOPERS & LYBRAND
COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
Investments (market value $3,180,192) $ 2,537,448
Equipment, net of accumulated
depreciation of $859,335 914,770
Accounts receivable from parent 2,806,932
Deferred income taxes 23,520
Total Assets $ 6,282,670

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Subordinated loan $ 1,608,100
Accounts payable to affiliate 1,452,719
Income taxes payable 173,009
Other liabilities 131
Total Liabilities 3,233,959

Stockholder's equity:
Common stock, $1 par value;
authorized 300,000 shares;
issued and outstanding 100 shares 100
Additional paid-in capital 900
Retained earnings 3,047,711
Total Stockholder's Equity 3,048,711
Total Liabilities and Stockholder's Equity $ 6,282,670
The accompanying notes are an integral part
of the statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT OF
FINANCIAL CONDITION
________

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF REPORTING
The statement of financial condition is presented in accordance with United
States generally accepted accounting principles. The functional and
reporting currency for Fidelity Management & Research (U.K.) Inc. (the
Company) is the U.S. dollar.
BUSINESS
The Company is a wholly-owned subsidiary of Fidelity Management & Research
Company (the parent). The Company is a registered investment advisor and
provides research and investment advisory services under subadvisory
agreements with its parent. The Company also provides research advice to
the parent and an affiliate pursuant to a research joint venture agreement.
Intercompany transactions are settled during the normal course of business.
INVESTMENTS
Investments consist of shares held in Fidelity mutual funds and are carried
at the lower of aggregate cost or market. The fair value of investments is
equal to the quoted market price.
EQUIPMENT
Equipment is stated at cost less accumulated depreciation. Depreciation is
computed over the estimated useful lives of the related assets, which vary
from three to five years, using the straight-line method. Maintenance and
repairs are charged to operations when incurred.
SUBORDINATED LOAN
The Company has a subordinated loan payable to its parent and due on March
31, 1994. The loan is subordinated in all respects to the rights of senior
creditors. Interest is payable annually at a rate of 4.375%. Repayment or
modification of this loan is subject to regulatory approval.
INCOME TAXES
The Company is included in the consolidated federal income tax return filed
by FMR Corp., the parent Company of Fidelity Management & Research Company.
The Company is allocated a charge by FMR Corp. representing the sum of the
applicable foreign and U.S. statutory income tax rates.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
(CONTINUED)
________

A. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES, CONTINUED:
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes",
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
B. NET CAPITAL REQUIREMENT:
The Company is subject to certain financial regulatory resource rules which
require the Company to maintain a certain level of net capital (as
defined). At December 31, 1993, the minimum net capital requirement of
approximately $422,000 has been satisfied by the Company.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
________

REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Management & Research (Far East) Inc.
(a Wholly-Owned Subsidiary of Fidelity Management & Research Company):
We have audited the accompanying statement of financial condition of
Fidelity Management & Research (Far East) Inc. as of December 31, 1993.
This financial statement is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the financial position of Fidelity Management &
Research (Far East) Inc. as of December 31, 1993, in conformity with
generally accepted accounting principles.
/s/COOPERS & LYBRAND
COOPERS & LYBRAND

Boston, Massachusetts
January 28, 1994

FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1993
________

ASSETS
Cash $ 24,294
Investments (market value $618,049) 569,958
Furniture and equipment, net of
accumulated depreciation of $10,704 642
Prepaid expenses and other assets 143,427
Receivable from parent company 840,906
Total Assets $ 1,579,227
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Payable to affiliate $ 795,567
Income taxes payable 168,646
Total Liabilities 964,213
Stockholder's equity:
Common stock, $1 par value;
authorized 300,000 shares;
issued and outstanding 100 shares 100
Additional paid-in capital 900
Retained earnings 614,014
Total Stockholder's Equity 615,014
Total Liabilities and Stockholder's Equity $ 1,579,227
The accompanying notes are an integral part
of the statement of financial condition.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
(A WHOLLY-OWNED SUBSIDIARY OF FIDELITY MANAGEMENT & RESEARCH COMPANY)
NOTES TO STATEMENT
OF FINANCIAL CONDITION
________

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS
Fidelity Management & Research (Far East) Inc. (the Company) is a
wholly-owned subsidiary of Fidelity Management & Research Company (the
parent). The Company is a registered investment advisor and provides
research advice to the parent and an affiliate pursuant to a research joint
venture agreement. Intercompany transactions are settled during the normal
course of business.
INVESTMENTS
Investments consist of shares held in a Fidelity mutual fund and are
carried at the lower of cost or market. The fair value of investments is
equal to the quoted market price.
FURNITURE AND EQUIPMENT
Furniture and equipment are stated at cost less accumulated depreciation.
Depreciation is computed over the estimated useful lives of the related
assets, which vary from three to five years, using the straight-line
method. Maintenance and repairs are charged to operations when incurred.
INCOME TAXES
The Company is included in the consolidated federal income tax return filed
by FMR Corp., the parent company of Fidelity Management & Research Company.
The Company is allocated a charge by FMR Corp. representing the sum of the
applicable foreign and U.S. statutory income tax rates.
Effective January 1, 1993, FMR Corp. and the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between tax bases
and financial reporting bases. Under this method, deferred tax liabilities
and assets are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
Adoption of this statement did not have a material impact on the Company's
financial position.
EXHIBIT 1
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The proper name of each fund - Fidelity Capital Appreciation Fund, Fidelity
Disciplined Equity Fund, and Fidelity Stock Selector - will be inserted in
each respective fund's Contract where indicated by (Name of Portfolio).
The current contracts of the funds are substantially similar; the specific
areas that will differ are the Preamble and Section 3 of this Form of
Management Contract Exhibit.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY CAPITAL TRUST:
FIDELITY (NAME OF PORTFOLIO)
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
Modification [Agreement] (Disciplined Equity and Stock Selector)
Modification made this (Capital Appreciation) [28th day of December
198 9 ] (Disciplined Equity) [28th day of December 1988] (Stock
Selector) [23rd day of September 1990] 1st day of November 1994, by and
between Fidelity Capital Trust, a Massachusetts business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the "Fund"), on behalf of (Name of Portfolio) (hereinafter called
the "Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter (Capital Appreciation)
[sometimes]called the "Adviser").
STOCK SELECTOR AND DISCIPLINED EQUITY ONLY:
Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 6 of the existing Management Contract dated
(Disciplined Equity) December 28, 1988 (Stock Selector) September 23, 1990,
to a modification of said Contract in the manner set forth below. The
Modified Management Contract shall when executed by duly authorized
officers of the Fund and the Adviser, take effect on the later of November
1, 1994 or the first day of the month following approval.
CAPITAL APPRECIATION ONLY:
Required authorization[s] and approval[s] by shareholders and Trustees
having been obtained, [Fidelity Capital Trust] the Fund, on behalf of
[Fidelity Capital Appreciation Fund] the Portfolio, and [Fidelity
Management & Research Company] the Adviser hereby consent, pursuant to
Paragraph 6 of the existing Management Contract [dated November 17, 1986]
modified December 28, 1989, to a modification of said Contract in the
manner set forth below. The [modifications] Modified Management Contract
shall when executed by duly authorized officers of the Fund and the
Adviser, take effect [upon the execution of this modification of the
Management Contract by duly authorized officers of the Fund and the
adviser] on the later of November 1, 1994 or the first day of the month
following approval.
ALL PORTFOLIOS:
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser [at its own expense] shall place all orders for
the purchase and sale of portfolio securities for the Portfolio's account
with brokers or dealers selected by the Adviser, which may include brokers
or dealers affiliated with the Adviser. The Adviser shall use its best
efforts to seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934) to the
Portfolio and/or the other accounts over which the Adviser or its
affiliates exercise investment discretion. The Adviser is authorized to pay
a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Portfolio which is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in good
faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Adviser and its
affiliates have with respect to accounts over which they exercise
investment discretion. The Trustees of the Fund shall periodically review
the commissions paid by the Portfolio to determine if the commissions paid
over representative periods of time were reasonable in relation to the
benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. (Capital Appreciation) [Management Fee.] The Adviser will be
compensated on the following basis for the services and facilities to be
furnished hereunder. The Adviser shall receive (Capital Appreciation) [an
annual] a monthly (Disciplined Equity and Stock Selector) a monthly
management fee, payable monthly as soon as practicable after the last day
of each month, composed of a Basic Fee (Capital Appreciation) [("basic
fee")] and a Performance Adjustment [to the basic fee based upon the
investment performance of the Portfolio in relation to]. The Performance
Adjustment is added to or subtracted from the Basic Fee depending on
whether the Portfolio experienced better or worse performance than the
Standard & Poor's Composite Index of 500 Stocks (the "Index").
(Disciplined Equity and Stock Selector) [The Basic Fee and the Performance
Adjustment will be computed as follows:] ( All Portfolios) The Performance
Adjustment is not cumulative. An increased fee will result even though the
performance of the Portfolio over some period of time shorter than the
performance period has been behind that of the Index, and, conversely, a
reduction in the fee will be made for a month even though the performance
of the Portfolio over some period of time shorter than the performance
period has been ahead of that of the Index. The Basic Fee and the
Performance Adjustment will be computed as follows:
(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest
millionth (Capital Appreciation) decimal place (Disciplined Equity and
Stock Selector) decimal place as follows:
(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly
average of the net assets of the registered investment companies having
Advisory and Service or Management Contracts with the Adviser (computed in
the manner set forth in the [charter of each investment company] fund's
Declaration of Trust or other organizational document) determined as of the
close of business on each business day throughout the month. The Group Fee
Rate shall be determined on a cumulative basis pursuant to the following
schedule:
Average Net Assets Annualized Fee Rate (for each level)

$ 0 - 3 billion .5200%

3 - 6 .4900%

6 - 9 .4600%

9 - 12 .4300%

12 - 15 .4000%

15 - 18 .3850%

18 - 21 .3700%

21 - 24 .3600%

24 - 30 .3500%

30 - 36 .3450%

36 - 42 .3400%

42 - 48 .3350%

48 - 66 .3250%

66 - 84 .3200%

84 - 102 .3150%

[Over 102] [.3100%]

102 - 138 .3100%

138 - 174 .3050%

174 - 210 .3000%

210 - 246 .2950%

246 - 282 .2900%

282 - 318 .2850%

318 - 354 .2800%

354 - 390 .2750%

Over 390 .2700%

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
.30%.
(b) Basic Fee. One-twelfth of the Basic Fee Rate shall be applied to the
average of the net assets of the Portfolio (computed in the manner set
forth in the Fund's Declaration of Trust or other organizational document)
determined as of the close of business on each business day throughout the
month. The resulting dollar amount comprises the Basic Fee.
(c) [The] Performance Adjustment Rate: [An adjustment to the monthly
basic fee will be made by applying a performance adjustment rate to the
average net assets of the Portfolio over the performance period. The
resulting dollar figure will be added to or subtracted from the basic fee
depending on whether the Portfolio experienced better or worse performance
than the performance index.] The Performance Adjustment Rate is 0.02% for
each percentage point [rounded to the nearer point (the point higher if
exactly one-half point)] (the performance of the Portfolio and the Index
each being calculated to the nearest percentage point) that the Portfolio's
investment performance for the performance period was better or worse than
the record of the Index as then constituted. The maximum performance
adjustment rate is 0.20%.
The performance period will commence with the first day of the first full
month following the [effective date of the] Portfolio's [registration
statement] commencement of operations. During the first eleven months of
the [operation of the Contract] performance period for the
Portfolio, there will be no performance adjustment. Starting with the
twelfth month of [operation] the performance period, the performance
adjustment will take effect. Following the twelfth month a new month will
be added to the performance period until the performance period equals 36
months. Thereafter the performance period will consist of the current month
plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Portfolio, and
all cash distributions of the securities included in the Index, will be
treated as reinvested in accordance with Rule 205-1 or any other applicable
rules under the Investment Advisers Act of 1940, as the same from time to
time may be amended.
(d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate [shall] will be applied to the average of the net assets of
the Portfolio (computed in the manner set forth in (Capital Appreciation)
[Article 10 of] the Fund's Declaration of Trust [of the Fund] or
other organizational document)[adjusted as provided in paragraph (3) below,
if applicable)] determined as of the close of business on each business day
throughout the month and the performance period. [The resulting dollar
amount is added to or deducted from the basic fee.]
(e) In case of termination of this Contract during any month, the fee for
that month shall be reduced proportionately on the basis of the number of
business days during which it is in effect for that month. The Basic Fee
Rate will be computed on the basis of and applied to net assets averaged
over that month ending on the last business day on which this Contract is
in effect. The amount of this Performance Adjustment to the Basic Fee will
be computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this Contract is
in effect (Capital Appreciation) provided that if this Contract has been in
effect less than 36 months, the computation will be made on the basis of
the period of time during which it has been in effect (Disciplined Equity
and Stock Selector) provided that if this Contract has been in effect less
than 36 months, the computation will be made on the basis of the period of
time during which it has been in effect.
4. It is understood that the Portfolio will pay all its expenses[other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until ( Capital
Appreciation and Stock Selector) [July 31, 1991] (Disciplined Equity) [July
31, 1990] (All Portfolios) July 31, 1995 and indefinitely thereafter, but
only so long as the continuance after such date shall be specifically
approved at least annually by vote of the Trustees of the Fund or by vote
of a majority of the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust or
other organizational document and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or (Capital Appreciation) any (Disciplined Equity and Stock
Selector) any other Portfolios of the Fund. In addition, the Adviser shall
not seek satisfaction of any such obligations from the Trustees or any
individual Trustee. The Adviser understands that the rights and obligations
of any Portfolio under the Declaration of Trust or other organizational
document are separate and distinct from those of any and all other (Capital
Appreciation) [Funds] Portfolios (Disciplined Equity and Stock Selector)
Portfolios.
8. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 2
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The current contract of the fund is substantially similar; the specific
areas that will differ are the Preamble and Section 3 of this Form of
Management Contract Exhibit.
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY CAPITAL TRUST:
FIDELITY VALUE FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
Modification made this[29th day of December 1989]1st day of November 1994,
by and between Fidelity Capital Trust, a Massachusetts business trust which
may issue one or more series of shares of beneficial interest (hereinafter
[sometimes] called the "Fund"), on behalf of Fidelity Value Fund
(hereinafter called the "Portfolio"), and Fidelity Management & Research
Company, a Massachusetts corporation (hereinafter [sometimes] called the
"Adviser").
Required authorization[s] and approval[s] by shareholders and Trustees
having been obtained, [Fidelity Capital Trust] the Fund, on behalf of
[Fidelity Value Fund] the Portfolio, and [Fidelity Management & Research
Company] the Adviser hereby consent, pursuant to Paragraph 6 of the
[former Advisory and Service Contract dated December 1, 1978, modified
January 1, 1984, and] Paragraph 6 of the existing Management Contract
[dated August 1, 1986] modified December 2 9 , 1989, to a modification
of said Contract in the manner set forth below. The [modifications]
Modified Management Contract shall when executed by duly authorized
officers of the Fund and the Adviser, take effect [upon the execution of
this modification of the Management Contract by duly authorized officers of
the Fund and the adviser] on the later of November 1, 1994 or the first day
of the month following approval.
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the [Fund] Portfolio; and shall pay the
salaries and fees of all officers of the [Portfolio] Fund, of all Trustees
of the Fund who are "interested persons" of the Fund or of the Adviser and
of all personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is authorized,
in its discretion and without prior consultation with the Portfolio, to
buy, sell, lend and otherwise trade in any stocks, bonds and other
securities and investment instruments on behalf of the Portfolio. The
investment policies and all other actions of the Portfolio are and shall at
all times be subject to the control and direction of the Fund's Board of
Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The [Fund's]Adviser [at its own expense,] shall place all orders for
the purchase and sale of portfolio securities for the Portfolio's account
with brokers or dealers selected by the Adviser, which may include brokers
or dealers affiliated with the Adviser. The Adviser shall use its best
efforts to seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934) to the
Portfolio and/or the other accounts over which the Adviser or its
affiliates exercise investment discretion. The Adviser is authorized to pay
a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Portfolio which is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in good
faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Adviser and its
affiliates have with respect to [the fund and to] accounts over which they
exercise investment discretion. The Trustees of the [Trust] Fund shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. [Management Fee.] The Adviser will be compensated on the following
basis for the services and facilities to be furnished hereunder. The
Adviser shall receive a monthly management fee, payable monthly as soon as
practicable after the last day of each month, composed of a Basic Fee and a
Performance Adjustment [to the basic fee based upon the investment
performance of the Portfolio in relation to]. The Performance Adjustment is
added to or subtracted from the Basic Fee depending on whether the
Portfolio experienced better or worse performance than the Standard &
Poor's Composite Index of 500 Stocks (the "Index"). [The
Basic Fee and the Performance Adjustment will be computed as follows:] The
Performance Adjustment is not cumulative. An increased fee will result even
though the performance of the Portfolio over some period of time shorter
than the performance period has been behind that of the Index, and,
conversely, a reduction in the fee will be made for a month even though the
performance of the Portfolio over some period of time shorter than the
performance period has been ahead of that of the Index. The Basic Fee and
the Performance Adjustment will be computed as follows:
(a) Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the
Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest
millionth decimal place as follows:
(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly
average of the net assets of the registered investment companies having
Advisory and Service or Management Contracts with the Adviser (computed in
the manner set forth in the [charter of each investment company] fund's
Declaration of Trust or other organizational document) determined as of the
close of business on each business day throughout the month. The Group Fee
Rate shall be determined on a cumulative basis pursuant to the following
schedule:
Average Net Assets Annualized Fee Rate (for each level)

$ 0 - 3 billion .5200%

3 - 6 .4900%

6 - 9 .4600%

9 - 12 .4300%

12 - 15 .4000%

15 - 18 .3850%

18 - 21 .3700%

21 - 24 .3600%

24 - 30 .3500%

30 - 36 .3450%

36 - 42 .3400%

42 - 48 .3350%

48 - 66 .3250%

66 - 84 .3200%

84 - 102 .3150%

[Over 102] [.3100%]

102 - 138 .3100%

138 - 174 .3050%

174 - 210 .3000%

210 - 246 .2950%

246 - 282 .2900%

282 - 318 .2850%

318 - 354 .2800%

354 - 390 .2750%

Over 390 .2700%

(ii) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
[.35%] .30%.
(b) Basic Fee. One-twelfth of the [Annual] Basic Fee Rate shall be
applied to the average of the net assets of the Portfolio (computed in the
manner set forth in the Fund's Declaration of Trust [of the Fund] or other
organizational document) determined as of the close of business on each
business day throughout the month. The resulting dollar amount comprises
the Basic Fee.
(c) [The] Performance Adjustment Rate: [An adjustment to the monthly
basic fee will be made by applying a performance adjustment rate to the
average net assets of the Portfolio over the performance period. The
resulting dollar figure will be added to or subtracted from the basic fee
depending on whether the Portfolio experienced better or worse performance
than the performance index.] The Performance Adjustment Rate is 0.02% for
each percentage point [rounded to the nearer point (the point higher if
exactly one-half point)] (the performance of the Portfolio and the Index
each being calculated to the nearest percentage point) that the Portfolio's
investment performance for the performance period was better or worse than
the record of the Index as then constituted. The maximum performance
adjustment rate is [+/-] 0.20%.
The performance period will commence with the first day of the first full
month following the Portfolio's commencement of operations. During the
first eleven months of the performance period for the Portfolio,there will
be no performance adjustment. Starting with the twelfth month of the
performance period the performance adjustment will take effect. Following
the twelfth month a new month will be added to the performance period until
the performance period equals 36 months. Thereafter the performance period
will consist of the current month plus the previous 35 months.
The Portfolio's investment performance will be measured by comparing (i)
the opening net asset value of one share of the Portfolio on the first
business day of the performance period with (ii) the closing net asset
value of one share of the Portfolio as of the last business day of such
period. In computing the investment performance of the Portfolio and the
investment record of the Index, distributions of realized capital gains,
the value of capital gains taxes per share paid or payable on undistributed
realized long-term capital gains accumulated to the end of such period and
dividends paid out of investment income on the part of the Portfolio, and
all cash distributions of the [companies whose stocks comprise] securities
included in the Index, will be treated as reinvested in accordance with
Rule 205-1 or any other applicable rules under the Investment Advisers Act
of 1940, as the same from time to time may be amended.
[The computation of the performance adjustment will not be cumulative. A
positive fee rate will apply even though the performance of the Portfolio
over some period of time shorter than the performance period has been
behind that of the Index, and, conversely, a negative fee rate will apply
for a month even though the performance of the Portfolio over some period
of time shorter than the performance period has been ahead of that of the
Index.]
(d) Performance Adjustment. One-twelfth of the annual Performance
Adjustment Rate [shall] will be applied to the average of the net assets of
the Portfolio (computed in the manner set forth in the Fund's Declaration
of Trust [of the Fund] or other organizational document)[adjusted as
provided in paragraph (3) below, if applicable)] determined as of the close
of business on each business day throughout the month and the performance
period. [The resulting dollar amount is added to or deducted from the basic
fee.]
(e) In case of termination of this Contract during any month, the fee for
that month shall be reduced proportionately on the basis of the number of
business days during which it is in effect for that month. The Basic Fee
Rate will be computed on the basis of and applied to net assets averaged
over that month ending on the last business day on which this Contract is
in effect. The amount of this Performance Adjustment to the Basic Fee will
be computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this Contract is
in effect [The amount of the performance adjustment to the basic fee will
be computed on the basis of and applied to net assets averaged over the
36-month period ending on the last business day on which this contract is
in effect] provided that if this Contract has been in effect less than 36
months, the computation will be made on the basis of the period of time
during which it has been in effect.
4. It is understood that the Portfolio will pay all its expenses[other
than those expressly stated to be payable by the Adviser hereunder], which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until [July 31,
1990] July 31, 1995 and indefinitely thereafter, but only so long as the
continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust or
other organizational document and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or
any individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the Declaration of Trust or other
organizational document are separate and distinct from those of any and all
other [Funds] Portfolios.
8. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[SIGNATURE LINES OMITTED]
EXHIBIT 3
The proper name of each fund - Fidelity Disciplined Equity Fund and
Fidelity Stock Selector - will be inserted in each respective
fund's contract where indicated by (Name of Portfolio).
FORM OF DISTRIBUTION AND SERVICE PLAN
OF FIDELITY CAPITAL TRUST:
(NAME OF PORTFOLIO)
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by Rule
12b-1 under the Investment Company Act of 1940 (the "Act") of (Name of
Portfolio) (the "Portfolio"), a series of shares of Fidelity Capital Trust
(the "Fund").
2. The Fund has entered into a General Distribution Agreement with respect
to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management & Research
Company (the "Adviser"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers for the
Portfolio's shares of beneficial interest ("shares"). Under the agreement,
the Distributor pays the expenses of printing and distributing any
prospectuses, reports and other literature used by the Distributor,
advertising, and other promotional activities in connection with the
offering of shares of the Portfolio for sale to the public. It is
understood that the Adviser may reimburse the Distributor for these
expenses from any source available to it, including management fees paid to
it by the Portfolio.
3. The Adviser directly, or through the Distributor, may, subject to the
approval of the Trustees, make payments to securities dealers and other
third parties who engage in the sale of shares or who render shareholder
support services, including but not limited to providing office space,
equipment and telephone facilities, answering routine inquiries regarding
the Portfolio, processing shareholder transactions and providing such other
shareholder services as the Fund may reasonably request.
4. The Portfolio will not make separate payments as a result of this Plan
to the Adviser, Distributor or any other party, it being recognized that
the Portfolio presently pays, and will continue to pay, a management fee to
the Adviser. To the extent that any payments made by the Portfolio to the
Adviser, including payment of management fees, should be deemed to be
indirect financing of any activity primarily intended to result in the sale
of shares of the Portfolio within the context of Rule 12b-1 under the Act,
then such payments shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the Act),
the plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreements
related to this Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect from the date specified above until July 31, 1995, and from year to
year thereafter, provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the Fund,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may be
amended at any time by the Board of Trustees, provided that (a) any
amendment to authorize direct payments by the Portfolio to finance any
activity primarily intended to result in the sale of shares of the
Portfolio, to increase materially the amount spent by the Portfolio for
distribution, or any amendment of the Management Contract to increase the
amount to be paid by the Portfolio thereunder shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of
the Portfolio, and (b) any material amendments of this Plan shall be
effective only upon approval in the manner provided in the first sentence
in this paragraph.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Portfolio.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or Distributor to provide the Fund, for review by the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Portfolio (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Portfolio.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust or other organizational document, any
obligations assumed by the Portfolio pursuant to this Plan and any
agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and shall not constitute obligations of any other
series of shares of the Fund.
11. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
[SIGNATURE LINES OMITTED]
EXHIBIT 4
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The proper name of each fund - Fidelity Capital Appreciation Fund, Fidelity
Value Fund, Fidelity Disciplined Equity Fund, and Fidelity Stock Selector
- will be inserted in each respective fund's contract where
indicated by (Name of Portfolio).
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
AND
FIDELITY CAPITAL TRUST ON BEHALF OF (NAME OF PORTFOLIO)
AGREEMENT made this (Capital Appreciation and Disciplined Equity) [28th
day of December, 1989] (Value) [29th day of December, 1989] (Stock
Selector) [23rd day of September, 1990] 1st day of November,
1994, by and between [Fidelity Management & Research (Far East) Inc.]
Fidelity Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the ["Sub-Adviser"] "Advisor"); [and] Fidelity
Management & Research [Company, a Massachusetts corporation with principal
offices at 82 Devonshire Street, Boston, Massachusetts] (Far East) Inc.
(hereinafter called the ["Adviser"] "Sub-Advisor"); and Fidelity Capital
Trust, a Massachusetts business trust which may issue one or more series of
shares of beneficial interest (hereinafter called the "Trust") on behalf of
(Name of Portfolio) (hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor [has] have entered into a Management
Contract [with Fidelity Capital Trust, a Massachusetts business trust which
may issue one or more series of shares of beneficial interest (hereinafter
called the "Fund"),] on behalf of [(Name of Portfolio) (hereinafter called
the "Portfolio")] the Portfolio, pursuant to which the Advisor is to act as
investment [adviser] manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons
[has] have personnel in [Asia and the Pacific Basin] various locations
throughout the world and [was] have been formed in part for the purpose of
researching and compiling information and recommendations with respect to
the economies of various countries, [and issuers located outside of North
America, principally in Asia and the Pacific Basin.] and securities of
issuers located in such countries, and providing investment advisory
services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to
perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) Investment Advice: [The Sub-Adviser shall act as an investment
consultant to the Adviser and] If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the Portfolio
and the Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations [relating to non-U.S. issuers of securities located in, and
the economies of, various countries outside of the U.S. all] as the Advisor
may reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the "1940 Act") and rules thereunder,
as amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the Sub-Advisor shall at all times
be subject to the control and direction of the Advisor and the Trust's
Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all
orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and/or to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
[(2)](a) INVESTMENT ADVISORY FEE: [The Sub-Adviser will be compensated by
the Adviser on the following basis for the services to be furnished
hereunder:] For services provided under subparagraph (a) of paragraph 1 of
this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly
Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 105% of the
Sub-Advisor's costs incurred in connection with [the] rendering the
services referred to in subparagraph (a) of paragraph 1 of this Agreement
[, said costs to be determined in relation to the assets of the Portfolio
that benefit from the services of the Sub-Adviser]. The Sub-Advisory Fee
shall not be reduced to reflect expense reimbursements or fee waivers by
the Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers or
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1) for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
[3]6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the [Fund] Trust are or may be or become interested in the
Advisor [and] or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor [and] or the
Sub-Advisor are or may be or become similarly interested in the Trust, and
that the Advisor or the Sub-Advisor may be or become interested in the
[Fund] Trust as a shareholder or otherwise.
[4. The Sub-Adviser shall for all purposes be an independent contractor
and not an agent or employee of the Adviser or the Fund. The Sub-Adviser
shall have no authority to act for, represent, bind or obligate the Adviser
or the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Portfolio.]
[5]7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
[6]9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph [6]9, this Agreement shall continue in force until July 31,
(Capital Appreciation, Disciplined Equity, and Stock Selector) [1991];
(Value) [1990] 1995 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph [6]9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
[7]10. Limitation of Liability: The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the [Fund] Trust
and agrees that any obligations of the [Fund] Trust or the Portfolio
arising in connection with this Agreement shall be limited in all cases to
the Portfolio and its assets, and the Sub-Advisor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction
of any such obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
[Investment Company Act of] 1940 Act as now in effect or as hereafter
amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 5
The language to be added to the current contract is underlined; the
language to be deleted is set forth in [brackets].
The proper name of each fund - Fidelity Capital Appreciation Fund, Fidelity
Value Fund, Fidelity Disciplined Equity Fund, and Fidelity Stock
Selector - will be inserted in each respective fund's contract where
indicated by (Name of Portfolio).
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AND
FIDELITY CAPITAL TRUST ON BEHALF OF (NAME OF PORTFOLIO)
AGREEMENT made this (Capital Appreciation and Disciplined Equity) [28th
day of December, 1989] (Value) [29th day of December, 1989] (Stock
Selector) [23rd day of September, 1990] 1st day of November ,
1994, by and between [Fidelity Management & Research (U.K.) Inc.] Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 82 Devonshire Street, Boston, Massachusetts (hereinafter called
the ["Sub-Adviser"] "Advisor"); [and] Fidelity Management & Research
[Company, a Massachusetts corporation with principal offices at 82
Devonshire Street, Boston, Massachusetts] (U.K.) Inc. (hereinafter called
the ["Adviser"] "Sub-Advisor"); and Fidelity Capital Trust, a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Trust") on behalf of (Name of Portfolio)
(hereinafter called the "Portfolio").
WHEREAS the Trust and the Advisor [has] have entered into a Management
Contract [with Fidelity Capital Trust, a Massachusetts business trust which
may issue one or more series of shares of beneficial interest (hereinafter
called the "Fund"),] on behalf of [(Name of Portfolio) (hereinafter called
the "Portfolio")] the Portfolio, pursuant to which the Advisor is to act as
investment [adviser] manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons
[has] have personnel in [Western Europe] various locations throughout the
world and [was] have been formed in part for the purpose of researching and
compiling information and recommendations with respect to the economies of
various countries, [and issuers located outside of North America,
principally in Western Europe.] and securities of issuers located in such
countries, and providing investment advisory services in connection
therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to
perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio. The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
(a) Investment Advice: [The Sub-Adviser shall act as an investment
consultant to the Adviser and] If and to the extent requested by the
Advisor, the Sub-Advisor shall provide investment advice to the Portfolio
and the Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations [relating to non-U.S. issuers of securities located in, and
the economies of, various countries outside of the U.S. all] as the Advisor
may reasonably require. Such information may include written and oral
reports and analyses.
(b) INVESTMENT MANAGEMENT: If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the "1940 Act") and rules thereunder,
as amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to
the extent such duties are delegated in writing by the Advisor, to provide
additional investment management services to the Portfolio, including but
not limited to services such as managing foreign currency investments,
purchasing and selling or writing futures and options contracts, borrowing
money or lending securities on behalf of the Portfolio. All investment
management and any other activities of the Sub-Advisor shall at all times
be subject to the control and direction of the Advisor and the Trust's
Board of Trustees.
(c) SUBSIDIARIES AND AFFILIATES: The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
2. Information to be Provided to the Trust and the Advisor: The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all
orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of l934) to the Portfolio and/or to the other
accounts over which the Sub-Advisor or Advisor exercise investment
discretion. The Sub-Advisor is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Sub-Advisor has with respect to accounts over
which it exercises investment discretion. The Trustees of the Trust shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
[(2)](a) INVESTMENT ADVISORY FEE: [The Sub-Adviser will be compensated by
the Adviser on the following basis for the services to be furnished
hereunder:] For services provided under subparagraph (a) of paragraph 1 of
this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly
Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the
Sub-Advisor's costs incurred in connection with [the] rendering the
services referred to in subparagraph (a) of paragraph 1 of this Agreement
[, said costs to be determined in relation to the assets of the Portfolio
that benefit from the services of the Sub-Adviser]. The Sub-Advisory Fee
shall not be reduced to reflect expense reimbursements or fee waivers by
the Advisor, if any, in effect from time to time.
(b) INVESTMENT MANAGEMENT FEE: For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee. The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month. If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii). If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers or
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered. To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
(c) PROVISION OF MULTIPLE SERVICES: If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1) for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
[3]6. Interested Persons: It is understood that Trustees, officers, and
shareholders of the [Fund] Trust are or may be or become interested in the
Advisor [and] or the Sub-Advisor as directors, officers or otherwise and
that directors, officers and stockholders of the Advisor [and] or the
Sub-Advisor are or may be or become similarly interested in the Trust, and
that the Advisor or the Sub-Advisor may be or become interested in the
[Fund] Trust as a shareholder or otherwise.
[4. The Sub-Adviser shall for all purposes be an independent contractor
and not an agent or employee of the Adviser or the Fund. The Sub-Adviser
shall have no authority to act for, represent, bind or obligate the Adviser
or the Fund, and shall in no event have discretion to invest or reinvest
assets held by the Portfolio.]
[5]7. Services to Other Companies or Accounts: The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder.
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
[6]9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this
paragraph [6]9, this Agreement shall continue in force until July 31,
(Capital Appreciation, Disciplined Equity, Stock Selector) [1991]; (Value)
[1990] 1995 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a majority
of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph [6]9, the terms of any continuance or modification of this
Agreement must have been approved by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities. This Agreement shall
terminate automatically in the event of its assignment.
[7]10. Limitation of Liability: The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the [Fund] Trust
and agrees that any obligations of the [Fund] Trust or the Portfolio
arising in connection with this Agreement shall be limited in all cases to
the Portfolio and its assets, and the Sub-Advisor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction
of any such obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
[Investment Company Act of] 1940 Act as now in effect or as hereafter
amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
[SIGNATURE LINES OMITTED]
EXHIBIT 6
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
RATIO OF RATIO OF NET
ADVISORY FEES ADVISORY FEES
TO AVERAGE TO AVERAGE RATIO OF
AVERAGE NET ASSETS NET ASSETS EXPENSES TO
INVESTMENT FISCAL NET ASSETS PURSUANT TO PAID AVERAGE NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) ADVISORY CONTRACT TO FMR
(B) ASSETS (C)
GROWTH AND INCOME
Balanced (3) 7/31/93 $ 2,154.5 0.53% 0.53% 0.93%
Dividend Growth (3) 7/31/93** 9.2 0.62(dagger) - 2.50(dagger)
Global Balanced (1) 7/31/93** 35.7 0.77(dagger) 0.77(dagger) 2.12(dagger)
Growth & Income 7/31/93 5,195.4 0.53 0.53 0.83
Puritan (3) 7/31/93 6,319.2 0.47 0.47 0.74
Advisor Income &
Growth 10/31/93 870.1 0.53 0.53 1.51
International Growth
& Income (2) 10/31/93 301.5 0.77 0.77 1.52
Advisor Equity Portfolio
Income :
Class A (3) 11/30/93 19.1 0.50 0.50 1.77
Institutional Class (3) 11/30/93 167.8 0.50 0.50 0.79
Convertible Securities (3) 11/30/93 782.6 0.53 0.53 0.92
Equity-Income II (3) 11/30/93 3,544.3 0.53 0.53 0.88
Variable Insurance
Products:
Equity-Income 12/31/93 952.1 0.53 0.53 0.62
Equity-Income (3) 1/31/94 6,040.5 0.38 0.38 0.66
Real Estate (3) 1/31/94 417.9 0.63 0.63 1.13
Utilities Income (3) 1/31/94 1,394.4 0.53 0.53 0.86
U.S. Equity Index 2/28/94 1,647.0 0.28 - 0.28
Market Index 4/30/94 300.9 0.45 0.45 0.45
Fidelity Fund (3) 6/30/94 1,545.0 0.41 0.41 0.65
ASSET ALLOCATION
Asset Manager 9/30/93 4,704.2 0.72 0.72 1.09
Asset Manager:
Growth (3)(4) 9/30/93 566.0 0.73 0.63 1.19
Asset Manager:
Income (3)(4) 9/30/93 79.1 0.44 - 0.65
Variable Insurance
Products II:
Asset Manager (3) 12/31/93 1,432.9 0.72 0.72 0.88
Index 500 12/31/93 20.8 0.28 - 0.28
GROWTH
RATIO OF RATIO OF NET
ADVISORY FEES ADVISORY FEES
TO AVERAGE TO AVERAGE RATIO OF
AVERAGE NET ASSETS NET ASSETS EXPENSES
TO
INVESTMENT FISCAL NET ASSETS PURSUANT TO PAID AVERAGE
NET
OBJECTIVE AND FUND YEAR END (A) (MILLIONS) ADVISORY CONTRACT TO FMR
(B)
ASSETS (C)
Blue Chip Growth 7/31/93 589.5 0.72 0.72 1.25
Low-Priced Stock (3) 7/31/93 2,048.8 0.76 0.76 1.12
OTC Portfolio 7/31/93 1,202.7 0.74 0.74 1.08
Advisor Strategic
Opportunities (3) 9/30/93 $ 219.2 0.54% 0.54% 1.57%
Destiny I 9/30/93# 2,920.5 0.60(dagger) 0.60(dagger) 0.65(dagger)
Destiny II 9/30/93# 1,100.8 0.71(dagger) 0.71(dagger) 0.84(dagger)
Strategic
Opportunities (3) 9/30/93 19.2 0.54 0.54 0.89
Advisor Emerging Asia
Fund, Inc. (5) 10/31/94** 117.0 1.01(dagger) 1.01(dagger) 1.86(dagger)
Advisor Global
Resources (3) 10/31/93 14.4 0.77 0.77 2.62
Advisor Growth
Opportunities 10/31/93 1,204.5 0.68 0.68 1.64
Advisor Overseas (2) 10/31/93 65.5 0.77 0.77 2.38
Canada (2) 10/31/93 61.1 0.86 0.86 2.00
Capital Appreciation (3) 10/31/93 1,139.1 0.48 0.48 0.86
Disciplined Equity (3) 10/31/93 622.1 0.70 0.70 1.09
Diversified
International (2) 10/31/93 119.1 0.73 0.73 1.47
Emerging Markets (2) 10/31/93 144.4 0.77 0.77 1.91
Europe (2) 10/31/93 488.3 0.64 0.64 1.25
Europe Capital
Appreciation (2) 10/31/94** 231.8 0.78(dagger) 0.78(dagger) 1.58(dagger)
Japan (1) 10/31/93 98.4 0.77 0.77 1.71
Latin America (2) 10/31/93** 114.6 0.77(dagger) 0.77(dagger) 1.94(dagger)
Overseas (2) 10/31/93 1,025.1 0.77 0.77 1.27
Pacific Basin (1) 10/31/93 251.2 0.80 0.80 1.59
Southeast Asia (1) 10/31/93** 139.3 0.77(dagger) 0.71(dagger) 2.00(dagger)
Stock Selector (3) 10/31/93 459.7 0.71 0.71 1.10
Value (3) 10/31/93 1,100.8 0.72 0.72 1.11
Worldwide (2) 10/31/93 148.9 0.78 0.78 1.40
Advisor Equity Portfolio
Growth :
Class A (3) 11/30/93 176.0 0.66 0.66 1.84
Institutiona l Class (3) 11/30/93 226.7 0.66 0.66 0.94
Emerging Growth (3) 11/30/93 620.6 0.80 0.80 1.19
Growth Company (3) 11/30/93 2,119.8 0.75 0.75 1.07
New Millennium 11/30/93** 187.5 0.68(dagger) 0.68(dagger) 1.32(dagger)
Retirement Growth (3) 11/30/93 2,404.1 0.76 0.76 1.05
Congress Street 12/31/93 63.4 0.46 0.46 0.61
Contrafund (3) 12/31/93 4,138.1 0.69 0.69 1.06
Exchange 12/31/93 187.7 0.54 0.54 0.57
Trend (3) 12/31/93 1,296.7 0.65 0.65 0.92
Variable Insurance
Products:
Growth 12/31/93 $ 1,016.0 0.63% 0.63% 0.71%
Overseas (2) 12/31/93 398.7 0.77 0.77 1.03
Mid-Cap Stock (3) 1/31/95** 17.6 0.62(dagger) 0.62(dagger) 2.23(dagger)
Select Portfolios:
Air Transportation (3) 2/28/94 17.8 0.63 0.63 2.31
American Gold 2/28/94 313.4 0.63 0.63 1.49
Automotive (3) 2/28/94 133.8 0.63 0.63 1.68
Biotechnology (3) 2/28/94 549.9 0.63 0.63 1.61
Brokerage and Investment
Management (3) 2/28/94 69.3 0.63 0.63 1.77
Chemicals (3) 2/28/94 27.4 0.63 0.63 1.93
Computers (3) 2/28/94 41.2 0.63 0.63 1.89
Construction and
Housing (3) 2/28/94 42.1 0.63 0.63 1.66
Consumer Products (3) 2/28/94 9.0 0.63 0.49 2.48
Defense and
Aerospace (3) 2/28/94 4.6 0.63 - 2.53
Developing
Communications (3) 2/28/94 177.0 0.63 0.63 1.56
Electronics (3) 2/28/94 54.3 0.63 0.63 1.67
Energy (3) 2/28/94 126.1 0.63 0.63 1.66
Energy Service (3) 2/28/94 94.0 0.63 0.63 1.65
Environmental
Services (3) 2/28/94 56.6 0.63 0.63 2.03
Financial Services (3) 2/28/94 168.8 0.62 0.62 1.63
Food and Agriculture (3) 2/28/94 110.1 0.62 0.62 1.64
Health Care (3) 2/28/94 552.3 0.63 0.63 1.55
Home Finance (3) 2/28/94 224.4 0.63 0.63 1.58
Industrial Equipment (3) 2/28/94 58.2 0.63 0.63 1.68
Industrial Materials (3) 2/28/94 33.8 0.64 0.64 2.08
Insurance (3) 2/28/94 22.4 0.63 0.63 1.93
Leisure (3) 2/28/94 88.1 0.63 0.63 1.53
Medical Delivery (3) 2/28/94 105.8 0.63 0.63 1.79
Multimedia (3) (6) 2/28/94 62.8 0.63 0.63 1.63
Natural Gas (3) 2/28/94** 45.1 0.63(dagger) 0.63(dagger) 1.93(dagger)
Paper and Forest
Products (3) 2/28/94 27.0 0.64 0.64 2.07
Precious Metals and
Minerals (3) 2/28/94 378.4 0.63 0.63 1.55
Regional Banks (3) 2/28/94 201.0 0.62 0.62 1.60
Retailing (3) 2/28/94 $ 57.7 0.62% 0.62% 1.83%
Software and Computer
Services (3) 2/28/94 172.2 0.63 0.63 1.57
Technology (3) 2/28/94 163.4 0.63 0.63 1.54
Telecommunications (3) 2/28/94 353.3 0.63 0.63 1.53
Transportation (3) 2/28/94 10.5 0.63 0.63 2.39
Utilities (3) 2/28/94 310.9 0.63 0.63 1.35
Magellan (3) 3/31/94 29,816.4 0.76 0.76 0.99
Small Cap Stock 4/30/94** 572.2 0.68(dagger) 0.68(dagger) 1.18(dagger)
Fidelity Fifty (3) 6/30/94 44.2 0.63 0.63 1.58
CURRENCY PORTFOLIOS
Deutsche Mark
Peformance, L.P. 12/31/93 8.4 0.50 - 1.50
Sterling
Performance, L.P. 12/31/93 3.0 0.50 - 1.50
Yen Performance, L.P. 12/31/93 4.0 0.50 - 1.50
INCOME
Ginnie Mae 7/31/93 953.2 0.47 0.47 0.80
Mortgage Securities 7/31/93 428.9 0.47 0.47 0.76
Spartan Limited Maturity
Government 7/31/93 1,653.7 0.65 0.65 0.65
Spartan Ginnie Mae 8/31/93 766.9 0.65 0.41 0.41
Government Securities 9/30/93** 616.6 0.47(dagger) 0.47(dagger)
0.69(dagger)
Short-Intermediate
Government 9/30/93 167.6 0.47 0.18 0.61
Spartan Investment
Grade Bond (3) 9/30/93 59.1 0.65 0.65 0.65
Spartan Short-Term
Income (3) 9/30/93 547.0 0.65 0.20 0.20
Advisor Government
Investment 10/31/93 40.8 0.46 - 0.68
Advisor High Yield 10/31/93 299.1 0.51 0.51 1.11
Advisor Short Fixed
Income 10/31/93 359.6 0.47 0.47 0.95
Advisor Institutional
Limited Term Bond:
Class A 11/30/93 174.3 0.42 0.42 0.64
Institutional Class 11/30/93 22.5 0.42 0.42 1.23

Institutional Short-
Intermediate
Government:
Class I 11/30/93 $ 255.2 0.45% 0.45% 0.45%
Class II 11/30/94** .1 0.45(dagger) 0.45(dagger) 0.70(dagger)
Advisor Emerging
Markets Income 12/31/94** 6.2 0.71(dagger) - 1.50(dagger)
Global Bond (2) 12/31/93 434.1 0.71 0.71 1.17
New Markets Income (2) 12/31/93** 114.6 0.71(dagger) 0.28(dagger)
1.24(dagger)
Short-Term World
Income (2) 12/31/93 400.1 0.62 0.62 1.00
Spartan Bond
Strategist (3) 12/31/93** 15.4 0.70(dagger) 0.70(dagger) 0.70(dagger)
Variable Insurance
Products:
High Income 12/31/93 343.1 0.51 0.50 0.64
Variable Insurance
Products II:
Investment Grade
Bond 12/31/93 98.9 0.47 0.47 0.68
Spartan Long-Term
Government Bond 1/31/94 85.8 0.65 0.65 0.65
U.S. Bond Index 2/28/94 190.2 0.32 - 0.32
Capital & Income (3) 4/30/94 2,644.6 0.71 0.71 0.97
Intermediate Bond (3) 4/30/94 1,782.5 0.31 0.31 0.64
Investment Grade Bond (3) 4/30/94 1,026.3 0.41 0.41 0.74
Short-Term Bond (3) 4/30/94 2,230.0 0.46 0.46 0.80
Spartan Government
Income 4/30/94 397.4 0.65 0.65 0.65
Spartan High Income 4/30/94 671.4 0.75 0.75 0.75
Spartan Short-Intermediate
Government 4/30/94 61.7 0.65 0.10 0.10
The North Carolina Capital
Management Trust:
Term Portfolio 6/30/94 74.1 0.41 0.41 0.41
MONEY MARKET
Daily Money Fund:
Capital Reserves:
Money Market (4) 7/31/93 443.3 0.50 0.31 0.95
U.S. Government
Money Market (4) 7/31/93 269.5 0.50 0.38 0.95
Money Market (4) 7/31/93 1,554.7 0.50 0.50 0.61
U.S. Treasury (4) 7/31/93 $ 2,841.7 0.50% 0.50% 0.57%
U.S. Treasury
Income (4) 7/31/93 1,166.9 0.42 0.20 0.20
Spartan U.S. Treasury
Money Market (4) 7/31/93 2,138.9 0.55 0.42 0.42
Daily Income Trust (4) 8/31/93 2,302.8 0.30 0.30 0.57
Money Market Trust:
Domestic Money
Market (4) 8/31/93 690.3 0.42 0.42 0.42
Retirement Government
Money Market (4) 8/31/93 1,338.8 0.42 0.42 0.42
Retirement Money
Market (4) 8/31/93 1,661.1 0.42 0.42 0.42
U.S. Government (4) 8/31/93 297.5 0.42 0.42 0.42
U.S. Treasury (4) 8/31/93 181.5 0.42 0.42 0.42
U.S. Government
Reserves (4) 9/30/93 1,139.5 0.43 0.43 0.73
Cash Reserves (4) 11/30/93 9,761.4 0.14 0.13 0.48
State and Local Asset
Management Series:
Government Money
Market (4) 11/30/93 844.5 0.43 0.43 0.43
Variable Insurance
Products:
Money Market (4) 12/31/93 307.3 0.14 0.13 0.22
Select Money Market (4) 2/28/94 462.6 0.13 0.13 0.72
Institutional Cash:
Domestic Money
Market (4) 3/31/94 762.8 0.20 0.12 0.18
Money Market :
Class A (4) 3/31/94 5,263.1 0.20 0.15 0.18
Class B (4) 3/31/94** 34.4 0.20(dagger) 0.15(dagger) 0.50(dagger)
U.S. Government (4) 3/31/94 4,830.3 0.20 0.14 0.18
U.S. Treasury (4) 3/31/94 1,898.0 0.20 0.15 0.18
U.S. Treasury II:
Class A (4) 3/31/94 4,916.5 0.20 0.14 0.18
Class B (4) 3/31/94** 1.5 0.20(dagger) 0.14(dagger) 0.50(dagger)
Spartan Money Market (4) 4/30/94 4,512.4 0.45 0.31 0.31
Spartan U.S. Governmenrt
Money Market (4) 4/30/94 799.3 0.45 0.45 0.45
The North Carolina
Capital Management Trust:
Cash Portfolio (4) 6/30/94 1,391.7 0.39 0.39 0.39
TAX-EXEMPT INCOME
Daily Money Fund:
Capital Reserves:
Municipal Money
Market (4) 7/31/93 $ 91.7 0.50% 0.22% 0.95%
Spartan Aggressive
Municipal 8/31/93** 6.4 0.60(dagger) 0.60(dagger) 0.60(dagger)
Spartan Intermediate
Municipal 8/31/93** 82.6 0.55(dagger) - -
Spartan Maryland
Municipal Income 8/31/93** 13.4 0.55(dagger) - -
Spartan Municipal
Income 8/31/93 869.8 0.55 0.47 0.47
Spartan Municipal
Money Market (4) 8/31/93 1,561.2 0.50 0.27 0.27
Spartan Short-
Intermediate
Municipal 8/31/93# 819.9 0.55(dagger) 0.55(dagger) 0.55(dagger)
Advisor High Income
Municipal 10/31/93 316.4 0.42 0.42 0.92
Daily Tax-Exempt
Money (4) 10/31/93 504.9 0.50 0.50 0.61
Spartan New Jersey
Municipal Money
Market (4) 10/31/93 329.1 0.50 0.44 0.44
Tax-Exempt Money
Market Trust (4) 10/31/93 2,789.6 0.27 0.27 0.49
Advisor Institutional
Limited Term
Tax-Exempt:
Class A 11/30/93 22.1 0.42 0.24 0.65
Institutional Class 11/30/93 15.4 0.42 - 0.90
Advisor Short-Inter-
Mediate Tax Exempt 11/30/94** 6.5 0.41(dagger) - 0.75(dagger)
Connecticut Municipal
Money Market (4) 11/30/93 300.3 0.42 0.42 0.61
High Yield Tax-Free 11/30/93 2,161.9 0.42 0.42 0.56
New Jersey Tax-Free
Money Market (4) 11/30/93 357.5 0.42 0.42 0.63
Spartan Connecticut
Municipal:
High Yield 11/30/93 450.4 0.55 0.55 0.55
Money Market (4) 11/30/93 128.5 0.50 0.24 0.24
Spartan Florida Municipal:
Income 11/30/93 $ 377.5 0.55% 0.25% 0.25%
Money Market (4) 11/30/93 204.4 0.50 0.18 0.18
Spartan New Jersey
Municipal High Yield 11/30/93 399.2 0.55 0.55 0.55
Aggressive Tax-Free 12/31/93 891.9 0.47 0.47 0.64
Insured Tax-Free 12/31/93 426.3 0.42 0.42 0.61
Limited Term
Municipals 12/31/93 1,174.6 0.41 0.41 0.57
Michigan Tax-Free:
High Yield 12/31/93 528.9 0.42 0.42 0.59
Money Market (4) 12/31/93 161.3 0.42 0.41 0.62
Minnesota Tax-Free 12/31/93 320.0 0.42 0.42 0.61
Municipal Bond 12/31/93 1,279.8 0.37 0.37 0.49
Ohio Tax-Free:
High Yield 12/31/93 442.1 0.41 0.41 0.57
Money Market (4) 12/31/93 244.4 0.42 0.42 0.59
Spartan Pennsylvania
Municipal:
High Yield 12/31/93 283.2 0.55 0.55 0.55
Money Market (4) 12/31/93 218.8 0.50 0.50 0.50
Massachusetts Tax-Free:
High Yield 1/31/94 1,365.4 0.41 0.41 0.54
Money Market (4) 1/31/94 577.0 0.41 0.41 0.66
New York Tax-Free:
High Yield 1/31/94 477.9 0.41 0.41 0.58
Insured 1/31/94 395.2 0.41 0.41 0.58
Money Market (4) 1/31/94 564.0 0.41 0.41 0.62
Spartan Massachusetts
Municipal Money
Market (4) 1/31/94 339.5 0.50 0.40 0.40
Spartan New York
Municipal:
High Yield 1/31/94 427.7 0.55 0.55 0.55 Intermediate 1/31/94** 4.3
0.55(dagger) - -
Money Market (4) 1/31/94 446.6 0.50 0.50 0.50
California Tax-Free:
High Yield 2/28/94 588.0 0.41 0.41 0.57
Insured 2/28/94 299.5 0.41 0.29 0.48
Money Market (4) 2/28/94 540.0 0.41 0.41 0.64
Spartan California
Municipal:
High Yield 2/28/94 598.5 0.55 0.52 0.52
Intermediate 2/28/94** $ 7.7 0.55(dagger)% -% -%
Money Market (4) 2/28/94 944.0 0.50 0.21 0.21
Institutional Tax-
Exempt Cash (4) 5/31/94 2,549.9 0.20 0.14 0.18
(a) All fund data are as of the fiscal year end noted in the chart or as of
June 30, 1994, if fiscal year end figures are not yet available. Average
net assets are computed on the basis of average net assets of each fund at
the close of business on each business day throughout its fiscal period.
(b) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations, or paid by or due
from brokers to which cer
tain portfolio trades have been directed.
(dagger) Annualized
# Year end changed
** Less than a complete fiscal year
(1) Fidelity Management & Research Company has entered into sub-advisory
agreements with the following affiliates: Fidelity Management & Research
(U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far East) Inc. (FMR
Far East), Fidelity Investments Japan Ltd. (FIJ), Fidelity International
Investment Advisors (FIIA), and Fidelity International Investment Advisors
(U.K.) Limited (FIIAL U.K.), with respect to the fund.
(2) Fidelity Management & Research Company has entered into sub-advisory
agreements with the following affiliates: FMR U.K., FMR Far East, FIJ (New
Markets Income and Advisor Emerging Markets only), FIIA, and FIIAL U.K.,
with respect to the fund.
(3) Fidelity Management & Research Company has entered into sub-advisory
agreements with FMR U.K. and FMR Far East, with respect to the fund.
(4) Fidelity Management & Research Company has entered into a sub-advisory
agreement with FMR Texas Inc., with respect to the fund.
(5) Fidelity Management & Research Company has entered into sub-advisory
agreements with FIIA and FIJ, with respect to the fund.
(6) Effective April 25, 1994, Select Broadcast and Media Portfolio has been
renamed to Multimedia Portfolio.

CAP-PXS-894 CUSIP #316066109/FUND #307
CUSIP #316464106/FUND #039
CUSIP #316066208/FUND #315
CUSIP #316066307/FUND #320

Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY CAPITAL TRUST: FIDELITY CAPITAL APPRECIATION FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, r evoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur Loring, and Thomas R. Williams or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY CAPITAL TRUST as indicated above which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the fund to be held at
the office of the trust at 82 Devonshire St., Boston, MA 02109, on October
26, 1994 at 9:00 a.m. and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy shall
be voted on the proposals described in the Proxy Statement as specified on
the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
039, 30 7 , 315, 320 HH

Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as FOR all nominees WITHHOLD 1.
Trustees: J. Gary Burkhead, Ralph F. Cox, Phyllis listed (except as vote for all
Burke Davis, Richard J. Flynn, Edward C. Johnson 3d, marked to the contrary nominees.
E. Bradley Jones, Donald J. Kirk, Peter S. Lynch, below).
Gerald C. McDonough, Edward H. Malone, Marvin L.
Mann, and Thomas R. Williams. (INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) OF THE NOMINEE(S) ON
THE LINE BELOW.)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers and Lybrand L.L.P. as independent FOR AGAINST ABSTAIN 2.
accountants of the trust.

3. To amend the Declaration of Trust to provide dollar-based voting FOR AGAINST ABSTAIN 3.
rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding shareholder notification FOR AGAINST ABSTAIN 4.
of appointment of Trustees.

5. To amend the Declaration of Trust to provide the fund with the ability FOR AGAINST ABSTAIN 5.
to invest all of its assets in another open-end investment company
with substantially the same investment objective and policies.

6. To adopt a new fundamental investment policy for the fund FOR AGAINST ABSTAIN 6.
permitting the fund to invest all of its assets in another open-end
investment company with substantially the same investment
objective and policies.

7. To approve an amended management contract for the fund. FOR AGAINST ABSTAIN 7.

10. To approve a new Sub-Advisory Agreement with FMR Far East for FOR AGAINST ABSTAIN 10.
the fund.

11. To approve a new Sub-Advisory Agreement with FMR U.K. for the FOR AGAINST ABSTAIN 11.
fund.

12. To eliminate the fund's fundamental investment policies concerning FOR AGAINST ABSTAIN 12.
investment for temporary defensive purposes.

14. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 14.
real estate.

15. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 15.
diversification.

16. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 16.
the issuance of senior securities.

17. To eliminate the fund's fundamental investment limitation FOR AGAINST ABSTAIN 17.
concerning short sales of securities.

18. To eliminate the fund's fundamental investment limitation FOR AGAINST ABSTAIN 18.
concerning margin purchases.

19. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 19.
borrowing.

21. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 21.
underwriting.

22. To adopt a fundamental investment limitation for the fund FOR AGAINST ABSTAIN 22.
concerning the purchase and sale of physical commodities.

23. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 23.
lending.

24. To eliminate the fund's fundamental investment limitation FOR AGAINST ABSTAIN 24.
concerning investment in other investment companies.

</TABLE>

CAP-PXC-894

CUSIP #316066109/FUND #307h

Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY CAPITAL TRUST: FIDELITY VALUE FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur Loring, and Thomas R. Wi lliams or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY CAPITAL TRUST as indicated above which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the fund to be held at
the office of the trust at 82 Devonshire St., Boston, MA 02109, on October
26, 1994 at 9:00 a.m. and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy shall
be voted on the proposals described in the Proxy Statement as specified on
the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
307, 039, 315, 320 HH

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers and Lybrand L.L.P. as independent FOR AGAINST ABSTAIN 2.
accountants of the trust.

3. To amend the Declaration of Trust to provide dollar-based voting FOR AGAINST ABSTAIN 3.
rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding shareholder notification FOR AGAINST ABSTAIN 4.
of appointment of Trustees.

8. To approve a n amend ed management contract for the fund. FOR AGAINST ABSTAIN 8.

10. To approve a new Sub-Advisory Agreement with FMR Far East for FOR AGAINST ABSTAIN 10.
the fund.

11. To approve a new Sub-Advisory Agreement with FMR U.K. for the FOR AGAINST ABSTAIN 11.
fund.

12. To eliminate the fund's fundamental investment policies concerning FOR AGAINST ABSTAIN 12.
investment for temporary defensive purposes.

13. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 13.
diversification.

14. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 14.
real estate.

16. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 16.
the issuance of senior securities.

17. To eliminate the fund's fundamental investment limitation FOR AGAINST ABSTAIN 17.
concerning short sales of securities.

18. To eliminate the fund's fundamental investment limitation FOR AGAINST ABSTAIN 18.
concerning margin purchases.

19. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 19.
borrowing.

20. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 20.
the concentration of its investments within a single industry.

23. To amend the fund's fundamental investment limitation concerning FOR AGAINST ABSTAIN 23.
lending.

24. To eliminate the fund's fundamental investment limitation FOR AGAINST ABSTAIN 24.
concerning investment in other investment companies.

25. To eliminate the fund's fundamental investment limitation FOR AGAINST ABSTAIN 25.
concerning investments in securities of newly-formed issuers.

26. To eliminate the fund's fundamental investment limitation FOR AGAINST ABSTAIN 26.
concerning investments in oil, gas, and other mineral exploration
programs.

</TABLE>

CAP-PXC-894

CUSIP #316464106/FUND #039h

Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY CAPITAL TRUST: FIDELITY DISCIPLINED EQUITY FUND
PROXY SOLICITED BY THE TRUSTEES
The undersi gned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Arthur Loring, and Thomas R. Williams or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
FIDELITY CAPITAL TRUST as indicated above which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the fund to be held at
the office of the trust at 82 Devonshire St., Boston, MA 02109, on October
26, 1994 at 9:00 a.m. and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy shall
be voted on the proposals described in the Proxy Statement as specified on
the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1994
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
307, 039, 315, 320 HH

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers and Lybrand L.L.P. as independent FOR AGAINST ABSTAIN 2.
accountants of the trust.

3. To amend the Declaration of Trust to provide dollar-based voting FOR AGAINST ABSTAIN 3.
rights for shareholders of the trust.

4. To amend the Declaration of Trust regarding shareholder notification FOR AGAINST ABSTAIN 4.
of appointment of Trustees.

7. To approve an amended management contract for the fund. FOR AGAINST ABSTAIN 7.

9. To approve a Distribution and Service Plan pursuant to Rule 12b-1 FOR AGAINST ABSTAIN 9.
for the fund.