FIDELITY DEVONSHIRE TRUST
497, 1995-01-23
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SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar     
   information found under the     
   "Expenses" section on page     
   4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you     
   pay when you buy, sell, or     
   hold shares of a fund. See     
   pages 16 and 22 through 28     
   for an explanation of how and     
   when these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.
00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details"     
   beginning on page 23.    
       FIDELITY RESERVES THE RIGHT 
TO DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including     
   any amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00     
   per shareholder. It is     
   expected that accounts will     
   be valued on the second     
   Friday in November of each     
   year. Accounts opened after     
   September 30 will not be     
   subject to the fee for that     
   year. The fee, which is     
   payable to the transfer agent,     
   is designed to offset in part     
   the relatively higher costs of     
   servicing smaller accounts.     
   The fee will not be deducted     
   from retirement accounts,     
   accounts using regular     
   investment plans, or if total     
   assets in Fidelity funds     
   exceed $50,000. Eligibility for     
   the $50,000 waiver is     
   determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under     
   the same social security     
   number or which list the     
   same social security number     
   for the custodian of a     
   Uniform Gifts/Transfers to     
   Minors Act account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions 
and Waivers" beginning on 
page 26. 
   
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar     
   information found under the     
   "Expenses" section on page     
   4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you     
   pay when you buy, sell, or     
   hold shares of a fund. See     
   pages 16 and 22 through 28     
   for an explanation of how and     
   when these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.
00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details"     
   beginning on page 23.    
       FIDELITY RESERVES THE RIGHT 
TO DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including     
   any amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00     
   per shareholder. It is     
   expected that accounts will     
   be valued on the second     
   Friday in November of each     
   year. Accounts opened after     
   September 30 will not be     
   subject to the fee for that     
   year. The fee, which is     
   payable to the transfer agent,     
   is designed to offset in part     
   the relatively higher costs of     
   servicing smaller accounts.     
   The fee will not be deducted     
   from retirement accounts,     
   accounts using regular     
   investment plans, or if total     
   assets in Fidelity funds     
   exceed $50,000. Eligibility for     
   the $50,000 waiver is     
   determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under     
   the same social security     
   number or which list the     
   same social security number     
   for the custodian of a     
   Uniform Gifts/Transfers to     
   Minors Act account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions 
and Waivers" beginning on 
page 26. 
   
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
 
The fund's sales charge will 
not apply:..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 trustee 
of a trust for the sole benefit 
of the minor child of a Fidelity 
trustee or employee;...10. 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. 
Except for correspondents of 
National Financial Services 
Corporation, this waiver is 
available only for shares 
purchased directly from 
Fidelity, and is unavailable if 
the RIA is part of an 
organization principally 
engaged in the brokerage 
business.
The following information 
supplements the 
corresponding section under 
the heading "Sales Charge 
Reductions and Waivers" 
beginning on page 26.
The fund's sales charge will 
not apply:..12. If you invest 
through a non-prototype 
pension or profit-sharing plan 
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.
The following information 
replaces the last paragraph 
under the heading "Sales 
Charge Reductions and 
Waivers" beginning on page 
26.
These waivers must be 
qualified through FDC in 
advance. More detailed 
information about waivers 
(1), (2), (5), (9), and (10) is 
contained in the Statement of 
Additional Information. A 
representative of your plan or 
organization should call 
Fidelity for more information.
   
   
   
   
   
   
The fund's sales charge will 
not apply:..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 trustee of a trust for 
the sole benefit of the minor 
child of a Fidelity trustee or 
employee;...10. 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. 
Except for correspondents of 
National Financial Services 
Corporation, this waiver is 
available only for shares 
purchased directly from 
Fidelity, and is unavailable if 
the RIA is part of an 
organization principally 
engaged in the brokerage 
business.
The following information 
supplements the 
corresponding section under 
the heading "Sales Charge 
Reductions and Waivers" 
beginning on page 26.
The fund's sales charge will 
not apply:..12. If you invest 
through a non-prototype 
pension or profit-sharing plan 
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.
The following information 
replaces the last paragraph 
under the heading "Sales 
Charge Reductions and 
Waivers" beginning on page 
26.
These waivers must be 
qualified through FDC in 
advance. More detailed 
information about waivers 
(1), (2), (5), (9), and (10) is 
contained in the Statement of 
Additional Information. A 
representative of your plan or 
organization should call 
Fidelity for more information.
   
   
   
   
   
   
    (PAGE 2 OF 2)     
    (PAGE 2 OF 2)     
 
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar     
   information found under the     
   "Expenses" section on page     
   4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you     
   pay when you buy, sell, or     
   hold shares of a fund. See     
   pages 16 and 22 through 28     
   for an explanation of how and     
   when these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.
00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details"     
   beginning on page 23.    
       FIDELITY RESERVES THE RIGHT 
TO DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including     
   any amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00     
   per shareholder. It is     
   expected that accounts will     
   be valued on the second     
   Friday in November of each     
   year. Accounts opened after     
   September 30 will not be     
   subject to the fee for that     
   year. The fee, which is     
   payable to the transfer agent,     
   is designed to offset in part     
   the relatively higher costs of     
   servicing smaller accounts.     
   The fee will not be deducted     
   from retirement accounts,     
   accounts using regular     
   investment plans, or if total     
   assets in Fidelity funds     
   exceed $50,000. Eligibility for     
   the $50,000 waiver is     
   determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under     
   the same social security     
   number or which list the     
   same social security number     
   for the custodian of a     
   Uniform Gifts/Transfers to     
   Minors Act account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions 
and Waivers" beginning on 
page 26. 
   
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar     
   information found under the     
   "Expenses" section on page     
   4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you     
   pay when you buy, sell, or     
   hold shares of a fund. See     
   pages 16 and 22 through 28     
   for an explanation of how and     
   when these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.
00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details"     
   beginning on page 23.    
       FIDELITY RESERVES THE RIGHT 
TO DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including     
   any amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00     
   per shareholder. It is     
   expected that accounts will     
   be valued on the second     
   Friday in November of each     
   year. Accounts opened after     
   September 30 will not be     
   subject to the fee for that     
   year. The fee, which is     
   payable to the transfer agent,     
   is designed to offset in part     
   the relatively higher costs of     
   servicing smaller accounts.     
   The fee will not be deducted     
   from retirement accounts,     
   accounts using regular     
   investment plans, or if total     
   assets in Fidelity funds     
   exceed $50,000. Eligibility for     
   the $50,000 waiver is     
   determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under     
   the same social security     
   number or which list the     
   same social security number     
   for the custodian of a     
   Uniform Gifts/Transfers to     
   Minors Act account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions 
and Waivers" beginning on 
page 26. 
   
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
 
The fund's sales charge will 
not apply:..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 trustee 
of a trust for the sole benefit 
of the minor child of a Fidelity 
trustee or employee;...10. 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. 
Except for correspondents of 
National Financial Services 
Corporation, this waiver is 
available only for shares 
purchased directly from 
Fidelity, and is unavailable if 
the RIA is part of an 
organization principally 
engaged in the brokerage 
business.
The following information 
supplements the 
corresponding section under 
the heading "Sales Charge 
Reductions and Waivers" 
beginning on page 26.
The fund's sales charge will 
not apply:..12. If you invest 
through a non-prototype 
pension or profit-sharing plan 
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.
The following information 
replaces the last paragraph 
under the heading "Sales 
Charge Reductions and 
Waivers" beginning on page 
26.
These waivers must be 
qualified through FDC in 
advance. More detailed 
information about waivers 
(1), (2), (5), (9), and (10) is 
contained in the Statement of 
Additional Information. A 
representative of your plan or 
organization should call 
Fidelity for more information.
   
   
   
   
   
   
The fund's sales charge will 
not apply:..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 trustee of a trust for 
the sole benefit of the minor 
child of a Fidelity trustee or 
employee;...10. 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. 
Except for correspondents of 
National Financial Services 
Corporation, this waiver is 
available only for shares 
purchased directly from 
Fidelity, and is unavailable if 
the RIA is part of an 
organization principally 
engaged in the brokerage 
business.
The following information 
supplements the 
corresponding section under 
the heading "Sales Charge 
Reductions and Waivers" 
beginning on page 26.
The fund's sales charge will 
not apply:..12. If you invest 
through a non-prototype 
pension or profit-sharing plan 
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.
The following information 
replaces the last paragraph 
under the heading "Sales 
Charge Reductions and 
Waivers" beginning on page 
26.
These waivers must be 
qualified through FDC in 
advance. More detailed 
information about waivers 
(1), (2), (5), (9), and (10) is 
contained in the Statement of 
Additional Information. A 
representative of your plan or 
organization should call 
Fidelity for more information.
   
   
   
   
   
   
    (PAGE 2 OF 2)     
    (PAGE 2 OF 2)     
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                                       <C>                 
                                                          MARCH 29, 1994      
                                                          (COMMENCEMENT OF    
                                                          OPERATIONS) TO      
                                                          JULY 31, 1994       
 
                                                          (UNAUDITED)         
 
SELECTED PER-SHARE DATA                                                       
 
Net asset value, beginning of period                      $ 10.00             
 
Income from Investment Operations                                             
 
 Net investment income                                     (.02)              
 
 Net realized and unrealized gain (loss)                   (.05)C             
 
 Total from investment operations                          (.07)              
 
Net asset value, end of period                            $ 9.93              
 
TOTAL RETURN B                                             (.70)%             
 
RATIOS AND SUPPLEMENTAL DATA                                                  
 
Net assets, end of period (000 omitted)                   $ 29,471            
 
Ratio of expenses to average net assets                    2.06% A, D         
 
Ratio of expenses to average net assets before expense     2.07% A, D         
reductions                                                                    
 
Ratio of net investment income to average net assets       (.75)% A           
 
Portfolio turnover rate                                    170% A             
 
</TABLE>
 
A ANNUALIZED
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN AND FOR PERIODS OF LESS THAN ONE YEAR ARE
NOT ANNUALIZED. 
C THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET GAIN ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
D FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                                                       <C>                 
                                                          MARCH 29, 1994      
                                                          (COMMENCEMENT OF    
                                                          OPERATIONS) TO      
                                                          JULY 31, 1994       
 
                                                          (UNAUDITED)         
 
SELECTED PER-SHARE DATA                                                       
 
Net asset value, beginning of period                      $ 10.00             
 
Income from Investment Operations                                             
 
 Net investment income                                     (.02)              
 
 Net realized and unrealized gain (loss)                   (.05)C             
 
 Total from investment operations                          (.07)              
 
Net asset value, end of period                            $ 9.93              
 
TOTAL RETURN B                                             (.70)%             
 
RATIOS AND SUPPLEMENTAL DATA                                                  
 
Net assets, end of period (000 omitted)                   $ 29,471            
 
Ratio of expenses to average net assets                    2.06% A, D         
 
Ratio of expenses to average net assets before expense     2.07% A, D         
reductions                                                                    
 
Ratio of net investment income to average net assets       (.75)% A           
 
Portfolio turnover rate                                    170% A             
 
</TABLE>
 
A ANNUALIZED
B THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN AND FOR PERIODS OF LESS THAN ONE YEAR ARE
NOT ANNUALIZED.
C THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET GAIN ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
D FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES.
 
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar information     
   found under the "Expenses"     
   section on page 4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you pay     
   when you buy, sell, or hold     
   shares of a fund. See pages 16     
   and 22 through 28 for an     
   explanation of how and when     
   these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details" beginning     
   on page 23.    
       FIDELITY RESERVES THE RIGHT TO 
DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including any     
   amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00 per     
   shareholder. It is expected that     
   accounts will be valued on the     
   second Friday in November of     
   each year. Accounts opened     
   after September 30 will not be     
   subject to the fee for that year.     
   The fee, which is payable to     
   the transfer agent, is designed     
   to offset in part the relatively     
   higher costs of servicing     
   smaller accounts. The fee will     
   not be deducted from     
   retirement accounts, accounts     
   using regular investment plans,     
   or if total assets in Fidelity     
   funds exceed $50,000.     
   Eligibility for the $50,000 waiver     
   is determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under the     
   same social security number or     
   which list the same social     
   security number for the     
   custodian of a Uniform     
   Gifts/Transfers to Minors Act     
   account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions and 
Waivers" beginning on page 26. 
   
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar information     
   found under the "Expenses"     
   section on page 4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you pay     
   when you buy, sell, or hold     
   shares of a fund. See pages 16     
   and 22 through 28 for an     
   explanation of how and when     
   these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details" beginning     
   on page 23.    
       FIDELITY RESERVES THE RIGHT TO 
DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including any     
   amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00 per     
   shareholder. It is expected that     
   accounts will be valued on the     
   second Friday in November of     
   each year. Accounts opened     
   after September 30 will not be     
   subject to the fee for that year.     
   The fee, which is payable to     
   the transfer agent, is designed     
   to offset in part the relatively     
   higher costs of servicing     
   smaller accounts. The fee will     
   not be deducted from     
   retirement accounts, accounts     
   using regular investment plans,     
   or if total assets in Fidelity     
   funds exceed $50,000.     
   Eligibility for the $50,000 waiver     
   is determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under the     
   same social security number or     
   which list the same social     
   security number for the     
   custodian of a Uniform     
   Gifts/Transfers to Minors Act     
   account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions and 
Waivers" beginning on page 26. 
   
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
 
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar     
   information found under the     
   "Expenses" section on page     
   4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you     
   pay when you buy, sell, or     
   hold shares of a fund. See     
   pages 16 and 22 through 28     
   for an explanation of how and     
   when these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.
00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details"     
   beginning on page 23.    
       FIDELITY RESERVES THE RIGHT 
TO DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including     
   any amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00     
   per shareholder. It is     
   expected that accounts will     
   be valued on the second     
   Friday in November of each     
   year. Accounts opened after     
   September 30 will not be     
   subject to the fee for that     
   year. The fee, which is     
   payable to the transfer agent,     
   is designed to offset in part     
   the relatively higher costs of     
   servicing smaller accounts.     
   The fee will not be deducted     
   from retirement accounts,     
   accounts using regular     
   investment plans, or if total     
   assets in Fidelity funds     
   exceed $50,000. Eligibility for     
   the $50,000 waiver is     
   determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under     
   the same social security     
   number or which list the     
   same social security number     
   for the custodian of a     
   Uniform Gifts/Transfers to     
   Minors Act account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions 
and Waivers" beginning on 
page 26. 
   
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar     
   information found under the     
   "Expenses" section on page     
   4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you     
   pay when you buy, sell, or     
   hold shares of a fund. See     
   pages 16 and 22 through 28     
   for an explanation of how and     
   when these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.
00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details"     
   beginning on page 23.    
       FIDELITY RESERVES THE RIGHT 
TO DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including     
   any amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00     
   per shareholder. It is     
   expected that accounts will     
   be valued on the second     
   Friday in November of each     
   year. Accounts opened after     
   September 30 will not be     
   subject to the fee for that     
   year. The fee, which is     
   payable to the transfer agent,     
   is designed to offset in part     
   the relatively higher costs of     
   servicing smaller accounts.     
   The fee will not be deducted     
   from retirement accounts,     
   accounts using regular     
   investment plans, or if total     
   assets in Fidelity funds     
   exceed $50,000. Eligibility for     
   the $50,000 waiver is     
   determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under     
   the same social security     
   number or which list the     
   same social security number     
   for the custodian of a     
   Uniform Gifts/Transfers to     
   Minors Act account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions 
and Waivers" beginning on 
page 26. 
   
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
 
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar     
   information found under the     
   "Expenses" section on page     
   4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you     
   pay when you buy, sell, or     
   hold shares of a fund. See     
   pages 16 and 22 through 28     
   for an explanation of how and     
   when these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.
00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details"     
   beginning on page 23.    
       FIDELITY RESERVES THE RIGHT 
TO DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including     
   any amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00     
   per shareholder. It is     
   expected that accounts will     
   be valued on the second     
   Friday in November of each     
   year. Accounts opened after     
   September 30 will not be     
   subject to the fee for that     
   year. The fee, which is     
   payable to the transfer agent,     
   is designed to offset in part     
   the relatively higher costs of     
   servicing smaller accounts.     
   The fee will not be deducted     
   from retirement accounts,     
   accounts using regular     
   investment plans, or if total     
   assets in Fidelity funds     
   exceed $50,000. Eligibility for     
   the $50,000 waiver is     
   determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under     
   the same social security     
   number or which list the     
   same social security number     
   for the custodian of a     
   Uniform Gifts/Transfers to     
   Minors Act account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions 
and Waivers" beginning on 
page 26. 
   
SUPPLEMENT TO THE
FIDELITY EQUITY-INCOME 
FUND PROSPECTUS
DATED MARCH 21, 1994
   The following information     
   replaces the similar     
   information found under the     
   "Expenses" section on page     
   4.    
       SHAREHOLDER TRANSACTION 
EXPENSES    are charges you     
   pay when you buy, sell, or     
   hold shares of a fund. See     
   pages 16 and 22 through 28     
   for an explanation of how and     
   when these charges apply.     
   Maximum sales charge on     
   purchases
    
   after December 31, 1995
    
   (as a % of offering price)     2.00%       
   Maximum sales charge on
    
   reinvested distributions     None       
   Deferred sales charge on     
   redemptions     None       
   Exchange fee     None       
   Annual account maintenance fee
    
   (for accounts under $2,500)     $12.
00        
   The following paragraph     
   supplements the information     
   found in the section entitled     
   "Transaction Details"     
   beginning on page 23.    
       FIDELITY RESERVES THE RIGHT 
TO DEDUCT AN ANNUAL 
MAINTENANCE FEE    of $12.00     
   from accounts with a value of     
   less than $2,500 (including     
   any amount paid as a sales     
   charge), subject to an annual     
   maximum charge of $60.00     
   per shareholder. It is     
   expected that accounts will     
   be valued on the second     
   Friday in November of each     
   year. Accounts opened after     
   September 30 will not be     
   subject to the fee for that     
   year. The fee, which is     
   payable to the transfer agent,     
   is designed to offset in part     
   the relatively higher costs of     
   servicing smaller accounts.     
   The fee will not be deducted     
   from retirement accounts,     
   accounts using regular     
   investment plans, or if total     
   assets in Fidelity funds     
   exceed $50,000. Eligibility for     
   the $50,000 waiver is     
   determined by aggregating     
   Fidelity mutual fund accounts     
   maintained by FSC or FBSI     
   which are registered under     
   the same social security     
   number or which list the     
   same social security number     
   for the custodian of a     
   Uniform Gifts/Transfers to     
   Minors Act account.    
The following information 
replaces the corresponding 
section under the heading 
"Sales Charge Reductions 
and Waivers" beginning on 
page 26. 
   
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    
   EQU-95-1 (PAGE 1 OF 2) January 23, 1995    



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