FIDELITY CAPITAL APPRECIATION FUND
A FUND OF FIDELITY CAPITAL TRUST
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED DECEMBER 17, 1993
MANAGEMENT CONTRACT. Effective August 1, 1994, FMR agreed to
voluntarily adopt the revised group fee rate schedule shown below for
purposes of calculating the group fee component of the management fee. The
revised schedule provides for lower management fees as total assets under
management increase, and it will be presented to shareholders for approval
at the next shareholder meeting.
The following information r eplaces the "Group Fee Rate" and
"Effective Annual Fee Rate" schedules found on page 17.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE
RATES
Average Group Annualized Group Net Effective Annual Fee
Assets Rate Assets Rate
0 - $ 3 billion .520% $ 0.5 billion .5200%
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 .3249
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
CAFB-94-3
(Page 1 of 2) August 1994
The following information replaces example 8 found in the section entitled
"Additional Purchase and Redemption Information" on page 13.
(8) if you are a current or former Trustee or officer of a Fidelity fund
or a current or retired officer, director, or regular employee of FMR Corp.
or its direct or indirect subsidiaries (a Fidelity Trustee or employee),
the spouse of a Fidelity Trustee or employee, a Fidelity Trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a Fidelity
Trustee or employee;
The following information supplements that found in the section entitled
"Additional Purchase and Redemption Information" on page 13.
The sales charges will not apply...
(11) if you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. This waiver is available only for shares purchased directly
from Fidelity, without a broker, unless purchased through a brokerage firm
which is a correspondent of the National Financial Services Corporation
(NFSC). The waiver is unavailable, however, if the RIA is part of an
organization principally engaged in the brokerage business, unless the
brokerage firm in the organization is an NFSC correspondent;
(12) if you are a trust institution or bank trust department purchasing
for your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities; or
(13) to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains all
of its mutual fund assets in Fidelity mutual funds, provided the plan
executes a Fidelity non-prototype sales charge waiver request form
confirming its qualification.
(Page 2 of 2)
