FIDELITY CAPITAL TRUST
497, 1994-05-05
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SUPPLEMENT TO THE 
CAPITAL APPRECIATION 
FUND PROSPECTUS
DATED DECEMBER 17, 1993
   The following information     
   replaces information found in     
   the section entitled     
   "Transaction Details," beginning     
   on page 18.    
   FDC collects the proceeds from     
   the fund's 3% sales charge and     
   may pay a portion of them to     
   securities dealers who have     
   sold fund shares, or to others,     
   including banks and other     
   financial institutions (qualified     
   recipients), under special     
   arrangements in connection     
   with FDC's sales activities.      
   The sales charge paid to     
   qualified recipients is 2.25% of     
   the fund's offering price.    
   The following information     
   replaces information found in     
   the section entitled "Sales     
   Charge Reductions and     
   Waivers," beginning on page     
   21.    
       7.     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 a     
   trustee of a trust for the sole     
   benefit of the minor child of a     
   Fidelity trustee or employee.    
       11.     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.    
       
       
       
       
SUPPLEMENT TO THE 
CAPITAL APPRECIATION 
FUND PROSPECTUS
DATED DECEMBER 17, 1993
   The following information     
   replaces information found in     
   the section entitled     
   "Transaction Details," beginning     
   on page 18.    
   FDC collects the proceeds from     
   the fund's 3% sales charge and     
   may pay a portion of them to     
   securities dealers who have     
   sold fund shares, or to others,     
   including banks and other     
   financial institutions (qualified     
   recipients), under special     
   arrangements in connection     
   with FDC's sales activities.      
   The sales charge paid to     
   qualified recipients is 2.25% of     
   the fund's offering price.    
   The following information     
   replaces information found in     
   the section entitled "Sales     
   Charge Reductions and     
   Waivers," beginning on page     
   21.    
       7.     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 a     
   trustee of a trust for the sole     
   benefit of the minor child of a     
   Fidelity trustee or employee.    
       11.     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.    
       
       
       
       
CAF-94-1 May 5, 1994
CAF-94-1 May 5, 1994
FIDELITY CAPITAL APPRECIATION FUND
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED DECEMBER 17, 1993
   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.    
   (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, and is unavailable if the RIA is part of
an organization principally engaged in the brokerage business;    
   (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.    
CAFB-94-1 May 5, 1994



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