FIDELITY EQUITY-INCOME FUND
A FUND OF FIDELITY DEVONSHIRE TRUST
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 21, 1994
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 replaces the "Group Fee Rate" and "Effective
Annual Fee Rate" schedules found on page 18.
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE
RATES
<TABLE>
<CAPTION>
<S> <C> <C> <C>
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
</TABLE>
EQUB-94-3 (Page 1 of 2) August 1994
The following replaces the corresponding section under the heading
"Additional Purchase and Redemption Information" on page 14.
In addition, the fund's sales charge will not apply...(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 supplements the information found under the heading
"Additional Purchase and Redemption Information" on page 14.
In addition, the fund's sales charge 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 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
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)
