FIDELITY DEVONSHIRE TRUST
497, 2000-09-06
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Supplement to the
Fidelity
® Real Estate
Investment Portfolio
March 29, 2000 Prospectus

The following information supplements the information found in the "Fund Management" section beginning on page 21.

The total management fee for the fiscal year ended January 31, 2000, was 0.58% of the fund's average net assets.


REA-00-02 August 17, 2000
1.734044.101

SUPPLEMENT TO THE

FIDELITY® REAL ESTATE INVESTMENT PORTFOLIO

March 29, 2000

STATEMENT OF ADDITIONAL INFORMATION

The following information has been removed from the "Trustees and Officers" section beginning on page 17.

MATTHEW N. KARSTETTER (38), Deputy Treasurer (1998), is Deputy Treasurer of the Fidelity funds and is an employee of FMR (1998). Before joining FMR, Mr. Karstetter served as Vice President of Investment Accounting and Treasurer of IDS Mutual Funds at American Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter was Vice President, Mutual Fund Services at State Street Bank & Trust (1991-1996).

The following information supplements the information found in the "Trustees and Officers" section beginning on page 17.

J. MICHAEL COOK (57), Member of the Advisory Board (2000). Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP, Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as an Executive in Residence of the Columbia Business School and as a Director of Dow Chemical Company (2000), HCA - The Healthcare Company (1999), and Children First (1999). He is a member of the Executive Committee of the Securities Regulation Institute, a member of the Advisory Board of Boardroom Consultants, past chairman and a member of the Board of Catalyst (a leading organization for the advancement of women in business), and a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped). He also serves as a member of the Board and Executive Committee and as Co-Chairman of the Audit and Finance Committee of the Center for Strategic & International Studies, a member of the Board of Overseers of the Columbia Business School, and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.

MARIE L. KNOWLES (53), Member of the Advisory Board (2000). Beginning in 1972, Ms. Knowles served in various positions with Atlantic Richfield Company (ARCO) (diversified energy) including Executive Vice President and Chief Financial Officer (1996-2000); Director (1996-1998); and Senior Vice President (1993-1996). In addition, Ms. Knowles served as President of ARCO Transportation Company (1993-1996). She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and America West Holdings Corporation (aviation and travel services, 1999). Ms. Knowles also serves as a member of the National Board of the Smithsonian Institution and she is a trustee of the Brookings Institution.

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REAB-00-02 August 17, 2000
1.712071.104

The following information replaces the Compensation Table found in the "Trustees and Officers" section beginning on page 17.

The following table sets forth information describing the compensation of each Trustee of the fund for his or her services for the fiscal year ended January 31, 2000, or calendar year ended December 31, 1999, as applicable.

Compensation Table

Trustees
and
Members of the Advisory Board

Aggregate
Compensation
from Fidelity Real Estate Investment
PortfolioB

Total
Compensation from the
Fund Complex*,A

Edward C. Johnson 3d**

$ 0

$ 0

J. Michael Cook*****

$ 0

$ 0

Ralph F. Cox

$ 265

$ 217,500

Phyllis Burke Davis

$ 257

$ 211,500

Robert M. Gates

$ 265

$ 217,500

E. Bradley Jones****

$ 247

$ 217,500

Donald J. Kirk

$ 265

$ 217,500

Marie L. Knowles******

$ 0

$ 0

Ned C. Lautenbach***

$ 72

$ 54,000

Peter S. Lynch**

$ 0

$ 0

William O. McCoy

$ 262

$ 214,500

Gerald C. McDonough

$ 329

$ 269,500

Marvin L. Mann

$ 266

$ 217,500

Robert C. Pozen**

$ 0

$ 0

Thomas R. Williams

$ 259

$ 213,500

* Information is for the calendar year ended December 31, 1999 for 236 funds in the complex.

** Interested Trustees of the fund are compensated by FMR.

*** During the period from October 14, 1999 through December 31, 1999, Mr. Lautenbach served as a Member of the Advisory Board. Effective January 1, 2000, Mr. Lautenbach serves as a Member of the Board of Trustees.

**** Mr. Jones served on the Board of Trustees through December 31, 1999.

***** Effective March 16, 2000, Mr. Cook serves as a Member of the Advisory Board.

****** Effective June 15, 2000, Ms. Knowles serves as a Member of the Advisory Board.

A Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 1999, the Trustees accrued required deferred compensation from the funds as follows: Ralph F. Cox, $75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E. Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy, $75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and Thomas R. Williams, $75,000. Certain of the non-interested Trustees elected voluntarily to defer a portion of their compensation as follows: Ralph F. Cox, $53,735; William O. McCoy, $53,735; and Thomas R. Williams, $62,319.

B Compensation figures include cash, and may include amounts required to be deferred and amounts deferred at the election of Trustees.

The following information replaces similar information found in the "Control of Investment Advisers" section on page 21.

The fund, FMR, FMRC, FMR U.K., FMR Far East, FIJ, and FDC have adopted a code of ethics under Rule 17j-1 of the 1940 Act that sets forth employees' fiduciary responsibilities regarding the fund, establishes procedures for personal investing, and restricts certain transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own investment accounts, including securities that may be purchased or held by the fund.

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