SUPPLEMENT TO THE FIDELITY DESTINY PORTFOLIOS: DESTINY I AND DESTINY
II
NOVEMBER 19, 1998 PROSPECTUS
ADDITION OF CLASS N SHARES TO THE DESTINY PORTFOLIOS:
DESTINY I AND DESTINY II. The original class of shares (Class
O) of the funds is offered through the funds' November 19, 1998
Prospectus and Statement of Additional Information. An additional
class of shares (Class N) of the funds is offered through a separate
Prospectus and Statement of Additional Information dated April 26,
1999.
The following information supplements the information found under
the heading "Who May Want to Invest" in the "Key Facts" section on
page F-3.
The funds are composed of multiple classes of shares. All classes
of a fund have a common investment objective and investment portfolio.
Class N shares (the new class of shares for each fund) are offered at
net asset value and are subject to a Distribution and Service Fee
(12b-1 fee), while Class O shares (the original class of shares for
each fund) are offered at net asset value and are not subject to a
12b-1 fee. In addition, Class N shares are subject to higher transfer
agent fees than Class O shares. The 12b-1 fee of Class N is 0.25% of
Class N's assets and the transfer agent fee is limited to no more than
0.63% of Class N's assets. You may obtain more information about Class
N shares, which are not offered through this prospectus, from your
Plan Sponsor or by calling Fidelity Distributors Corporation at
1-800-433-0734.
The following information supplements the similar information found
under the heading "Charter" in the "Funds in Detail" section on page
F-10.
Separate votes are taken by each class of shares, fund, or trust,
if a matter affects just that class of shares, fund, or trust,
respectively.
The following information replaces the similar information found
under the heading "Transaction Details" in the "Shareholder and
Account Policies" section beginning on page F-20.
A CLASS'S NAV is the value of a single share. The NAV of
each class is computed by adding that class's pro rata share of the
value of the applicable fund's investments, cash, and other assets,
subtracting that class's pro rata share of the value of the applicable
fund's liabilities, subtracting the liabilities allocated to that
class, and dividing the result by the number of shares of that class
outstanding.
The following information supplements the information found under
the heading "Exchange Restrictions" in the "Shareholder and Account
Policies" section beginning on page F-20.
Shareholders of Class O shares may not exchange shares of Class O
for Class N shares.
SHAREHOLDER MEETING. On or about June 16, 1999, a meeting of the
shareholders of Fidelity Destiny Portfolios: Destiny I and Destiny II
will be held to approve various proposals, including a proposal to
amend each fund's management contract. Shareholders of record on April
19, 1999 are entitled to vote at the meeting. The proposed management
contract amendments include a proposal to eliminate the current
performance adjustment component of the management fee Fidelity
Management & Research Company (FMR) receives from each fund for
managing its investments and business affairs under each fund's
existing management contract. The proposed management contract also
modifies the management fee to provide for lower fees when FMR's
assets under management exceed certain levels, and allows FMR and the
trust, on behalf of the funds, to modify the management contract
subject to the requirements of the Investment Company Act of 1940.
For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-225-5270 to request a
free copy of the proxy statement.
