SUPPLEMENT TO THE FIDELITY GROWTH COMPANY FUND AND
FIDELITY EMERGING GROWTH FUND
JANUARY 20, 1997
STATEMENT OF ADDITIONAL INFORMATION
The following information supplements the similar information found in the
"Trustees and Officers" section beginning on page 19.
ROBERT M. GATES (53), Trustee (1997), is a consultant, author, and
lecturer (1993). Mr. Gates was Director of the Central Intelligence Agency
(CIA) from 1991-1993. From 1989 to 1991, Mr. Gates served as Assistant to
the President of the United States and Deputy National Security Advisor.
Mr. Gates is currently a Trustee for the Forum For International Policy, a
Board Member for the Virginia Neurological Institute, and a Senior Advisor
of the Harvard Journal of World Affairs. In addition, Mr. Gates also serves
as a member of the corporate board for LucasVarity PLC (automotive
components and diesel engines), Charles Stark Draper Laboratory
(non-profit), NACCO Industries, Inc. (mining and manufacturing), and TRW
Inc. (original equipment and replacement products).
The following information replaces the similar information found in the
"Trustees and Officers" section beginning on page 19.
The following table sets forth information describing the compensation of
each Trustee of each fund for his or her services for the fiscal year ended
November 30, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMPENSATION TABLE
Trustees Aggregate Aggregate Total
Compensation Compensation Compensation
from from from the
Fidelity Growth Fidelity Emerging Fund Complex*
Company Fund Growth Fund A
A,B,D A,C,D
J. Gary Burkhead ** $ 0 $ 0 $ 0
Ralph F. Cox 2666 543 137,700
Phyllis Burke Davis 2566 529 134,700
Richard J. Flynn*** 3267 675 168,000
Edward C. Johnson 3d ** 0 0 0
E. Bradley Jones 2592 534 134,700
Donald J. Kirk 2623 541 136,200
Peter S. Lynch ** 0 0 0
William O. McCoy**** 1534 318 85,333
Gerald C. McDonough 2603 530 136,200
Edward H. Malone*** 2605 530 136,200
Marvin L. Mann 2605 614 134,700
Thomas R. Williams 2597 535 136,200
</TABLE>
* Information is as of December 31, 1996 for 235 funds in the complex.
** Interested Trustees of the fund are compensated by FMR.
*** Richard J. Flynn and Edward H. Malone served on the Board of Trustees
through December 31, 1996.
****During the period from May 1, 1996 through December 31, 1996, William
O. McCoy served as a Member of the Advisory Board.
A Compensation figures include cash, a pro rata portion of benefits accrued
under the retirement program for the period ended December 30, 1996 and
required to be deferred, and may include amounts deferred at the election
of Trustees.
B The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $102, Phyllis
Burke Davis, $102, Richard J. Flynn, $0, E. Bradley Jones, $102, Donald J.
Kirk, $102, William O. McCoy, $0, Gerald C. McDonough, $102, Edward H.
Malone, $102, Marvin L. Mann, $102, and Thomas R. Williams, $102.
C The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $21, Phyllis
Burke Davis, $21, Richard J. Flynn, $0, E. Bradley Jones, $21, Donald J.
Kirk, $21, William O. McCoy, $0, Gerald C. McDonough, $21, Edward H.
Malone, $21, Marvin L. Mann, $21, and Thomas R. Williams, $21.
D For the fiscal year ended November 30, 1996, certain of the
non-interested trustees' aggregate compensation from a fund includes
accrued voluntary deferred compensation as follows: Ralph F. Cox $2,564,
Edward H. Malone $2,503, Marvin L. Mann $2,503 (for Growth Company); Ralph
F. Cox $522, Edward H. Malone $509, and Marvin L. Mann $509 (for Emerging
Growth).
Under a retirement program adopted in July 1988 and modified in November
1995 and November 1996, each non-interested Trustee who retired before
December 30, 1996 may receive payments from a Fidelity fund during his or
her lifetime based on his or her basic trustee fees and length of service.
The obligation of a fund to make such payments is neither secured nor
funded. A Trustee became eligible to participate in the program at the end
of the calendar year in which he or she reached age 72, provided that, at
the time of retirement, he or she had served as a Fidelity fund Trustee for
at least five years.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of fees in accordance with the Plan will have a
negligible effect on the fund's assets, liabilities, and net income per
share, and will not obligate the funds to retain the services of any
Trustee or to pay any particular level of compensation to the Trustee. The
funds may invest in such designated securities under the Plan without
shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In connection
with the termination of the retirement program, each existing
non-interested Trustee received a credit to his or her Plan account equal
to the present value of the estimated benefits that would have been payable
under the retirement program. The amounts credited to the non-interested
Trustees' Plan accounts are subject to vesting. The termination of the
retirement program and related crediting of estimated benefits to the
Trustees' Plan accounts did not result in a material cost to the funds.
SUPPLEMENT TO THE FIDELITY NEW MILLENNIUMTM FUND
JANUARY 20, 1997
STATEMENT OF ADDITIONAL INFORMATION
The following information supplements the similar information found in the
"Trustees and Officers" section beginning on page 17.
ROBERT M. GATES (53), Trustee (1997), is a consultant, author, and lecturer
(1993). Mr. Gates was Director of the Central Intelligence Agency (CIA)
from 1991-1993. From 1989 to 1991, Mr. Gates served as Assistant to the
President of the United States and Deputy National Security Advisor. Mr.
Gates is currently a Trustee for the Forum For International Policy, a
Board Member for the Virginia Neurological Institute, and a Senior Advisor
of the Harvard Journal of World Affairs. In addition, Mr. Gates also serves
as a member of the corporate board for LucasVarity PLC (automotive
components and diesel engines), Charles Stark Draper Laboratory
(non-profit), NACCO Industries, Inc. (mining and manufacturing), and TRW
Inc. (original equipment and replacement products).
The following information replaces the similar information 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
November 30, 1996.
COMPENSATION TABLE
Trustees Aggregate Total
Compensation Compensation
from Fidelity from the
New Millennium Fund Complex*
Fund A
A,B
J. Gary Burkhead ** $ 0 $ 0
Ralph F. Cox 309 137,700
Phyllis Burke Davis 298 134,700
Richard J. Flynn*** 382 168,000
Edward C. Johnson 3d ** 0 0
E. Bradley Jones 300 134,700
Donald J. Kirk 304 136,200
Peter S. Lynch ** 0 0
William O. McCoy**** 202 85,333
Gerald C. McDonough 304 136,200
Edward H. Malone*** 300 136,200
Marvin L. Mann 300 134,700
Thomas R. Williams 302 136,200
* Information is as of December 31, 1996 for 235 funds in the complex.
** Interested Trustees of the fund are compensated by FMR.
*** Richard J. Flynn and Edward H. Malone served on the Board of Trustees
through December 31, 1996.
****During the period from May 1, 1996 through December 31, 1996, William
O. McCoy served as a Member of the Advisory Board.
A Compensation figures include cash, a pro rata portion of benefits
accrued under the retirement program for the period ended December 30, 1996
and required to be deferred, and may include amounts deferred at the
election of Trustees.
B The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $12, Phyllis
Burke Davis, $12, Richard J. Flynn, $0, E. Bradley Jones, $12, Donald J.
Kirk, $12, William O. McCoy, $0, Gerald C. McDonough, $12, Edward H.
Malone, $12, Marvin L. Mann, $12, and Thomas R. Williams, $12.
Under a retirement program adopted in July 1988 and modified in November
1995 and November 1996, each non-interested Trustee who retired before
December 30, 1996 may receive payments from a Fidelity fund during his or
her lifetime based on his or her basic trustee fees and length of service.
The obligation of a fund to make such payments is neither secured nor
funded. A Trustee became eligible to participate in the program at the end
of the calendar year in which he or she reached age 72, provided that, at
the time of retirement, he or she had served as a Fidelity fund Trustee for
at least five years.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of fees in accordance with the Plan will have a
negligible effect on the fund's assets, liabilities, and net income per
share, and will not obligate the funds to retain the services of any
Trustee or to pay any particular level of compensation to the Trustee. The
funds may invest in such designated securities under the Plan without
shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In connection
with the termination of the retirement program, each existing
non-interested Trustee received a credit to his or her Plan account equal
to the present value of the estimated benefits that would have been payable
under the retirement program. The amounts credited to the non-interested
Trustees' Plan accounts are subject to vesting. The termination of the
retirement program and related crediting of estimated benefits to the
Trustees' Plan accounts did not result in a material cost to the funds.
