Fidelity destiny plan i-o

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Fidelity destiny plan i-o

File No. 2-34100 Fidelity Systematic Investment Plans SECURITIES AND WASHINGTON EXCHANGE COMMISSION, D.C. 20549 AMENDMENTS AFTER EFFECTIVE NO. 69 TO FORM S-6 For registration under the Securities Act 1933 Unit Investment Trust Securities Registered on Form N-8B-2 A. EXACT Name of FIDELITY SYSTEMATIC INVESTMENT Plan: Destiny Plan I: O and Destiny Plan II: O Destiny Plan II: Destiny Plan I: Destiny Plan I: O and Destiny Plan II: O Destiny Plan I: O And Destiny Plan II : O Destiny Plan I: O And Destiny Plan II: O Destiny Plan I: O And Destiny Plan II: O Destiny Plan I: O Destiny Plan II: O Destiny Plan II: O Destiny Plan I: O And Assessment Plan II: O Destiny Plan I: O Destiny Plan I: O and Destiny Plan II: O Plan : Assessment Plan I: O and Destiny Plan II: O Destiny Plan II: Destiny Plan I: O and Destiny Plan II: O Destiny Plan I: O Destiny Plan II: O Destiny Plan II: O: N. Depositor's Name: DISTRIBUTOR OF LOYALTY OF PERBADANAN C. Full Address of Depositor's Principal Executive Office : 82 Devonshire Street Boston, Massachusetts 02109 D. Name and Complete Address of The Agent for Service: Eric D. Roiter Fidelity Distributor Corporation 82 Devonshire Street Boston, Massachusetts 02109 Suggested that this filing will take effect (check the appropriate box): (X) On (29 November 2009) ( ) 60 days after filing in accordance with paragraph (a)(i). ( ) on ( ) in accordance with paragraph (a)(i). ( ) 75 days after filing in accordance with paragraph (a)(ii). ( ) on ( ) in accordance with paragraph (a)(ii) of Rule 485. If appropriate, check the following boxes: ( ) these post-effective amendments set a new effective date for previously filed post-effective amendments. CONTENTS OF FILE REGISTRATION STATEMENT NO. 2-34100 This registration statement consists of the following papers and documents: Sheet Facing Prospectus Undertaking to file a report of The Signatures Written Consent of the following persons: PricewaterhouseCoopers LLP Deloitte & Touche LLP The Exhibits RECONCILIATION AND TIE-UP INFORMATION SHOWN IN THE LOYALTY SYSTEMATIC INVESTMENT PLAN: PLAN DESTINY I: O AND DESTINY PLAN II: O PROSPECTUS WITH THE REQUIRED BY FORM N-8B2 Form N-8B-2 Item Number Reference Caption 1(a) Forward Protection (b) Loyalty of The Systematic Investment Plan; General 2 Sponsor; Back Cover 3 Guardians; Sponsors; Rear Cover 4 Rear Cover 5 General 6(a) General; Custody (b) General; Guardian 7 Not applicable 8 September 30 9 Not applicable 10(a) How The Loyalty Destiny Plan Can Help You Meet Your Objectives; (b) Distribution (c) Partial Dissolution of Your Plan; Systematic Production Programme; Your Cancellation and Refund Rights; Terminate Your Plan (d) Partial Dissolution of Your Plan; Systematic Production Programme; Transferring or Assigning Your Rights in the Plan; Your Cancellation and Refund Rights; Your Plan; Reinstatement of the Plan; Completed Plans and Exchanges (e) Termination of Your Plan by sponsors or Guardians; Partial Dissolution of Your Plan; Reinstatement Plan (f) Your Voting Rights (g)(1)(2) Replacement of Basic Investment (3)(4) Guardian (h)(1)(2) Replacement of Basic Investment (3)(4) Fees and Expenses 11 Fund Investment Objectives 12(a) Fund Investment Objectives (b) Guardians (c) Guardians (d) Not applicable (e) Not applicable To 13(a)(A)(B) How Loyalty Destiny Plan Can Help You Meet Your Objectives; Fees and Expenses; Collection Rights; Changing the Face Amount of Your Plan; Advanced Investment Options; Your Cancellation and Refund Rights; Terminate Your Plan; Reinstatement of the Plan; Guardian; Sponsor Form N-8B-2 (C) Sponsor; Guardian; General (D) How a Loyalty Destiny Plan Can Help You Meet Your Objectives; Fees and Expenses; Collection Rights; Changing the Face Amount of Your Plan; Advanced Investment Options; Your Cancellation and Refund Rights; Terminate Your Plan; Reinstatement of the Plan; Guardian; Sponsor (b) Fees and Expenses (c) Loyalty Systematic Investment Plan; How the Loyalty Destiny Plan Can Help You Meet Your Objectives (d) The Collection Rights; General (e);(f) Not applicable (g) Fees and Expenses; Financial Statement 14 How to Start a Destiny Plan 15 How to Start a Destiny Plan; Guardian; Sponsor 16 Fund Investment Objectives; Guardian; Sponsor 17 Partial Dissolution of Your Plan; Systematic Production Programme; Your Cancellation and Refund Rights; Terminate Your Plan; Reinstatement of the Plan; Completed plan and Distribution of Bursa 18(a);(b) ; Guardian; Sponsor (c) Does not apply (d) Not applicable to 19 Termination of Your Plan by sponsor or Guardian; General; Guardian; References are made to statements in Exhibit A(1) filed herein. (d-f) No applicable Reference 21 Reference does not apply 22 to statements in Exhibit A(1) filed herein. 23 Sponsor 24 Not applicable 25 Sponsors 26(a) Financial Statements (b) Not applicable 27 Sponsors 28 Sponsors 29 Sponsors 30 Not applicable 31 Not applicable 32 Not applicable to 3 2 Not applicable 34 Form N-8B-2 Reference Item Number 35(A)(B) General (C) Does not apply 36 Not applicable 37 Not applicable to 38 Systematic Investment Plan Loyalty; General; Sponsor 39 Financial Statements Sponsor 41(a) Sponsor (b)(c) Does not apply 42 Sponsors 43 Not applicable to 44(a) Financial Statements (b) Fees and Expenses; Financial Statements 45 Not applicable to 46(a);(b) Partial Dissolution of Your Plan; Systematic Withdrawal Plan; Your Cancellation and Refund Rights; Terminate Your Plan; Completed Plans and Exchanges; Guardian Investment Objectives 47 Fund; Replacement of Basic Investments; Guardian; Sponsor 48 Guardian; Sponsor Fees and Expenses 49; Guardian; Sponsors; Statement of Operations 50 Not applicable 51 Not applicable to 52(a) Replacement of Basic Investment (b) Not applicable (c)(1)(2) Replacement of Basic Investment (3) Nonapplicable (4)(4)(4)(5)) Replacement of Basic Investment (d) Not applicable 53 Tax 54 Not applicable 55 Fees and Expenses 56-59 Not applicable RECONCILIATION AND BONDING OF INFORMATION SHOWN IN SYSTEMATIC INVESTMENT PLAN LOYALTY : DESTINY PLAN I : N AND PLAN II: N PROSPECTUS INVESTMENT PLAN WITH FORM N-8B-2 Form N-8B-2 Item Number Reference Caption 1(a) Futures Protection (b) Loyalty Systematic Investment Plan; General 2 Sponsor; Back Cover 3 Guardians; Sponsors; Rear Cover 4 Rear Cover 5 General 6(a) General; Custody (b) General; Guardian 7 Not applicable 8 September 30 9 Not applicable 10(a) How The Loyalty Destiny Plan Can Help You Meet Your Objectives; (b) Distribution (c) Partial Dissolution of Your Plan; Systematic Production Programme; Your Cancellation and Refund Rights; Terminate Your Plan (d) Partial Dissolution of Your Plan; Systematic Production Programme; Transferring or Assigning Your Rights in the Plan; Your Cancellation and Refund Rights; Terminate Your Plan; Reinstatement of the Plan; Completed Plans and Exchanges (e) Termination of Your Plan by sponsors or Guardians; Partial Dissolution of Your Plan; Reinstatement Plan (f) Your Voting Rights (g)(1)(2) Replacement of Basic Investment (3)(4) Guardian Fee (h)(1)(2) Basic Investment (3)(4) Guardian Fee (i) And Expenditure 11 Fund Investment Objectives 12(a) Of the Guardian's Fund Investment Objectives (c) The Guardian (d) Does not apply (e) Shall not apply 13(a)(A)(B) how the Loyalty Destiny Plan Can Help You Meet Your Objectives; Fees and Expenses; Collection Rights; Changing the Face Amount of Your Plan; Advanced Investment Options; Your Cancellation and Refund Rights; Terminate Your Plan; Reinstatement of the Plan; Guardian; Sponsor Form N-8B-2 (C) Sponsor; Guardian; General (D) How a Loyalty Destiny Plan Can Help You Meet Your Objectives; Fees and Expenses; Collection Rights; Changing the Face Amount of Your Plan; Advanced Investment Options; Your Cancellation and Refund Rights; Terminate Your Plan; Reinstatement of the Plan; Guardian; Sponsor (b) Fees and Expenses (c) Loyalty Systematic Investment Plan; How the Loyalty Destiny Plan Can Help You Meet Your Objectives (d) The Collection Rights; General (e);(f) Not applicable (g) Fees and Expenses; Financial Statement 14 How to Start a Destiny Plan 15 How to Start a Destiny Plan; Guardian; Sponsor 16 Fund Investment Objectives; Guardian; Sponsor 17 Partial Dissolution of Your Plan; Systematic Production Programme; Your Cancellation and Refund Rights; Terminate Your Plan; Reinstatement of the Plan; Completed plan and Distribution of Bursa 18(a);(b) ; Guardian; Sponsor (c) Does not apply (d) Not applicable to 19 Termination of Your Plan by sponsor or Guardian; General; Guardian; References are made to statements in Exhibit A(1) filed herein. (d-f) No applicable Reference 21 Reference does not apply 22 to statements in Exhibit A(1) filed herein. 23 Sponsor 24 Not applicable 25 Sponsors 26(a) Financial Statements (b) Not applicable to 27 Sponsors 28 Sponsor 29 Sponsor 30 Not applicable 31 Not applicable 32 Not applicable 33 Not applicable 34 Forms Not Applicable N-8B-2 Reference Caption Item Number 35(A)(B) General (C) No applicable 36 Not applicable 37 No 38 Fidelity Systematic Investment Plan; General; Sponsor 39 Financial Statements Sponsor 41(a) Sponsor (b)(c) Does not apply 42 Sponsors 43 Not applicable to 44(a) Financial Statements (b) Fees and Expenses; Financial Statements 45 Not applicable to 46(a);(b) Partial Dissolution of Your Plan; Systematic Withdrawal Plan; Your Cancellation and Refund Rights; Terminate Your Plan; Completed Plans and Exchanges; Guardian Investment Objectives 47 Fund; Replacement of Basic Investments; Guardian; Sponsor 48 Guardian; Sponsor Fees and Expenses 49; Guardian; Sponsors; Statement of Operations 50 Not applicable 51 Not applicable 52(a) Replacement of Basic Investment (b) Replacement of Basic Investment (b) Not applicable (c)(1)(2) Replacement of Basic Investment (3) Not applicable (4)(5) Replacement Of Investment Basis (d) Not applicable 53 Tax 54 Not applicable 55 Fees and Expenses 56-59 Not applicable To Fidelity? Systematic Investment Plan: Destiny Plan I: O Destiny Plan II : O Prospectus November 29 , 2000 (Destiny Logo Graphic) FIDELITY SYSTEMATIC INVESTMENT PLAN: Destiny Plan I: O and Destiny Plan II: O Destiny Plan is a systematic investment plan that allows you to build equity over a period of several years by investing regularly every month in mutual fund shares. This prospectus describes two Destiny Plans: Destiny Plan I: O and Destiny Plan II: O (formerly known as Assessment Plan I: Original Plan and Destiny II: Origin) (Plan). You can make a fixed monthly investment in the Plan for a period of either 10 or 15 years. You can continue to invest for 25 years. You can invest in one of the few total monthly investment plans and can make investments as low as $50 per month. Investment in your Plan is used to buy Class O shares one of Fidelity's Destiny Portfolios. Assessment Plan I: O buy Class O shares of Fidelity Destiny Portfolio: Destiny I, and Destiny Plan II: O purchasing Class O Portfolio shares of Fidelity Destiny: Destiny II (Fund). Plans deduct creation and sales charges and other specific fees from each investment into the Plan. On the 10-year Plan, Creation and Sales Charges are up 8.24% at $6,000 Plans ($50 per month) to 0.64% at $1,200,000 Plans ($10,000 per month) and 9.20% to 0.64% of total investment, net. Total deductions are between 11.66% to 0.66% of the net amount invested. On the 15-year Plan, Creation and Sales Charges range from 8.67% on the $9,000 Plan ($50.00 per month) to 0.61% at $1,800,000 Plans ($10,000 per month) and from 9.73% to 0.61% of the net amount invested, respectively. Total deductions are between 12.20% to 0.63% of the net amount invested, Class O shares funds are subject to certain annual expenses, including management fees. Creation and Sales Charges and other fees and expenses either you or your Plan will pay are described in the Fees and Expenses section at & R>page 5</R>. YOUR PLAN AND YOUR PLAN'S INVESTMENT IN FUND SHARES ARE INTENDED TO BE A LONG-TERM INVESTMENT. YOU CAN'T BUY A PLAN IF YOU'RE LOOKING FOR QUICK PROFITS OR IF YOU MIGHT NOT BE ABLE TO COMPLETE THE PLAN. If you terminate or withdraw from &R>lan P</R>you in the early years & R>lan P</R>you, You may incur losses due to portions & R>large<R> from <R> whole Charges<R> Creation and Sales deducted from two & lt;R>lt;/R> your first investment. P&R>>&R>lan you do not eliminate the risks involved in the possession of individual securities and the value &R>P>/R>lan you will increase or decrease from time to time as a result of the increase or decrease in the price of securities owned by the Fund. You will incur losses if you terminate your lan & R>P</R>you at a time when & R>value</R>your P shares are less than the cost. The prepayment of any of your monthly investments increases the likelihood of losses likely due to early termination. You have the right to repay the present value of your investment in Class O shares and the full amount of the Charges & R>Creation and Sales</R> which you have paid within 45 days of purchase of the Plan. You also have the right to partial refund or all of your Plan's investments within 18 months from the date of purchase of the Plan. These rights are subject to the conditions described under Your Cancellation and Refund Rights on pages & R>15.</R> Class O shares of funds, which have been closed to new investors since 15 December 1999, are available to the public only through the Plan described in this Prospectus. You do not have to buy a Plan to make monthly investments in mutual funds. Other mutual funds managed by the Investment Advisors of the Fund have similar investment objectives in many regards to the Fund. Your investment in stocks of these other funds will be subject to charges that may differ from, and in some cases is less than, which applies to investments in the Plan. The plans established during the Prospectus are effectively governed by the terms of this Prospectus, including all the rules, rights, privileges and benefits described. THEREFORE, IT IS IMPORTANT THAT YOU READ THIS PROSPECTUS AND MAINTAIN IT FOR FUTURE REFERENCE. No salesperven, merchant, or other person authorized by Fidelity Distributors Corporation (Sponsor), Fidelity Systematic Investment Plan, or Loyalty Destiny Portfolio to provide information or make any representations not contained in the prospectus of the Plan, the prospectus of the Fidelity Destiny Portfolio, or in printed or other written materials issued by sponsors, plans, or Fidelity Destiny Portfolios. You only need to rely on &R>information i</R>contained contained these prospectuses. Joint fund shares are not deposits or obligations, or are guaranteed by, any depository institution. Shares are not insured by the FDIC, federal Reserve Authority or any other agency, and are subject to risk, including possible loss of principal amount invested. THESE SECURITIES HAVE NOT BEEN APPROVED OR NOT APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAVE EXCHANGE SECURITIES AND COMMISSION APPROVED FOR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY OPPOSITE REPRESENTATION IS AGAINST THE LAW. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE DESTINY PORTFOLIO OF LOYALTY. [This site was deliberately left blank] TABLE OF CONTENTS Page <R>Fidelity Systematic Investment Plan 1</R> & lt;R>Table of Contents 3</R> How Does Plan &R>Loyalty Destiny Can Help You Meet Investment Objectives 4</R> Your Investment Objectives & R>funds 4 How</R> Start a Plan <R>Destiny 5</R> & lt;R> 1. Beneficial Retirement Plan Tax 5</R> & lt;R>Fees and Expenses 5</R> & lt;R> 1. Creation and Sales Charges 5</R> & lt;R> 2. Guardian Fees and Other Service Charges 6</R> Save Your Plan & R>Current 10<R> <R>Dollar-Average Averaging and Diversity Of Feature Plans</R> <R> & lt;R> Automatic Investment and Government Value Program 11</R> & lt;R> 2. Collection Rights 11</R> & lt;R> 3. Distribution 12</R> <R> 4. Federal Income Tax Withheld 12</R> & lt;R> 5. Voting Rights 12</R> & lt;R> 6. Make Advance Investment 12</R> & lt;R> 7. Change Your Plan Face Amount 13</R> & lt;R> 8. Advanced Investment Options 13</R> & lt;R> 9. Partial Dissolution of Your Plan 13</R> & 10. Systematic Production Program 14</R> <R> 11. Transfer or Assign Your Rights in Plan 15</R> & lt;R> 12. Broker Transfer 15</R> <R> 13. Your Cancellation and Refund Rights 15</R> & lt;R> 14. Terminate your plan 15</R> & lt;R> 15. Completed Plans and Exchanges 16</R> & lt;R> 16. Plan Reinstatement 16</R> <R> 17. Tax 17</R> & lt;R> 18. Termination of Your Plan by Sponsor or Guardian 17</R> & lt;R>Replacement of Basic Investment 18</R> General & R>18>lt;/R> &R>Guardian 19</R> Sponsor &R>19<R> <R>Illustration Two Hypothetical Assessment Plan 21</R> <R>Gloss 23</R> <R>Financial Statements 24</R> & lt;R>Portfolio Prospectus Destiny of Loyalty F-1</R> HOW THE LOYALTY DESTINY PLAN CAN HELP YOU MEET YOUR OBJECTIVES Many people who want to build an investment portfolio find it difficult to save the money needed to make periodic share purchases. The Destiny Plan is designed to help. this allows you to build equity over a period of years by investing modest amounts each month in Destiny Fund shares. The Destiny Fund is a mutual fund, the value of its shares subject to the fluctuations in the value of their basic securities. This plan calls for monthly investments at regular intervals regardless of the value of the Fund's shares. The plan does not warrant losses in the declining market and does not eliminate the risks inherent in the possession of any security. Terminating the Plan at a time when the share value of the Funds you own is less than the cost will result in a loss. Therefore, you should consider your financial ability to proceed and complete the Plan. Before opening the Plan you should consider the following: 1. Plan represents an agreement among the Loyalty Distributor Corporation (Sponsor), State Street Bank and Trust Company (Guardian), and you (Plan holder) where the amount invested, net of Creation and Sales Charges, is used to purchase shares of the Fund at net worth. 2. Investments made through this Plan will not result in direct ownership of the Fund's shares, but will instead represent a stake in a series of unit investment trusts, which will have direct ownership of Class O shares of the fund. You will have a beneficial interest in the underlying Fund shares. 3. The plan imposes Creation and Sales Charges, sometimes called the front-end load. If you terminate your Plan between 45 days and 18 months, the amount of Creation and Sales Charges and the Guardian Fee that will not be refunded to you may be 17.2% of your investment amount made until the time you terminate your Plan. If you terminate your Plan after 18 months, the amount of Creation and Sales Charges and the Guardian Fee that will not be refunded to you may be 35.1% of your investment amount. However, if you complete the 15-year Plan, the maximum Creation and Sales Charges will not be higher than 8.67% of your investment amount. Therefore, the Plan is not suitable for short-term investments. View Fees and Expenses at & R>page 5</R>. 4. In addition to the Creation and Sales Charges, the Planholder must pay additional fees to the Guardian. This fee relieves the Planholder with administrative details relating to the securities holding. Some investors can perform these services for themselves if they buy and hold securities directly. Investors should consider the value of the Guardian's services against the cost of the Guardian Fee before making an investment decision. View Fees and Expenses at & R>page 5</R>. INVESTMENT OBJECTIVES Fidelity Destiny Portfolios Fund is an open-management investment company, comprising two separate portfolios, Destiny I and Destiny II. The fund diversified mutual funds, investment vehicles that raise shareholders' money and invest in a number of different securities. Each objective of the Fund is to find capital growth. Fund Investment is managed by Fidelity Management & Research Company (FMR). FMR's main investment strategy includes: ? Usually invest primarily in ordinary stocks. ? Invest in domestic and foreign manufacturers. ? Invest in growth stocks or value stocks or both. ? Using analysis the financial conditions of each issuer and industry position as well as market and economic conditions to choose an investment. Investment. The investment strategy of the Fund is described in the accomplished Fidelity Destiny Portfolio prospectus, which begins on pages & lt;R>F-1</R>. For more information on FMR's business experience, see Fund Management at & R>page F-13</R> Fund prospectus. HOW TO START THE ASSESSMENT PLAN To start the Plan, you will need to complete the Plan Application and send it to the address specified on the application. Your application asks you to choose either a 10-year Plan or a 15-year Plan, and your monthly investment amount. You will need to enter a cheque in the first monthly investment amount, paid to The Destiny Plan I: O or Destiny Plan II: O, as the case may be, when you return the completed application to the address on the application. Alternatively, you can set up an Automated Investment Program or, if you are a member of the military, a government allergy, so that your monthly investment is automatically sent to the Plan. Plan holders who choose to fund their account under the Automated Investment Program or separation & lt;R>government will</R> charged a Reduced Guardian Fee of $0.75 per automatic investment. View Custodian Fees and Other Service Charges on pages <R>6</R> and Automated Investment Programme and Government Amount and Government Amount of pages <R>11</R>. After your Plan Application and an initial investment are accepted in the appropriate form by the sponsor, the applicable Creation and Sales Charges, and other fees will be deducted. Your investment balance will be invested in Class O shares of the fund, and you will receive a confirmation statement showing the total number of shares and the breakdown purchased for your Plan account. If you do not set up an Automated Investment Program or government separation, you may send the subsequent monthly investment, paid to Assessment Plan I: O or Assessment Plan II: O, as the case may be, directly to the Guardian, c/o Boston Financial Data Services, Inc. (Boston Financial), in P.O. Box 8300, Boston, Massachusetts 026-830. Subsequent investments in your Plan will also be applied to the purchase of Class O shares in the current Class O NAV after deduction of any applicable Creation and Sales Charges and other fees. 1. <r>Beneficial Retirement Plan & lt;/r> Tax This plan can serve as an investment vehicle for tax-beneficial retirement plans, including individual retirement accounts (IRAs) and pensions for purchases of entitlement money and profit sharing plans. However, the only retirement plan provided to the public by the Fund is fidelity Destiny IRA (including SEP IRA, traditional IRA and Roth IRA). The IRA plan can be created through contributions, through transition, or through the transfer of trustees of IRA assets from other financial institutions. This transition or transfer may contain assets originating in the plan sponsored by an employer or annual IRA contribution. Detailed information about IRA destiny is available from your Sponsor or representative. This information needs to be read carefully. This information describes additional service fees charged for the IRAs and explains the consequences of federal income tax to set up an IRA. You may wish to consult a lawyer or tax adviser before setting up a Fidelity Destiny IRA. Under the IRA Destiny of Loyalty, dividends and distribution will be automatically reinvested in additional Fund shares. You cannot set up a new Destiny tax benefit retirement plan by changing the registration of an existing Destiny Plan account. The annual maintenance fee charged by the Guardian for each Fidelity Destiny IRA account is $10. This $10 fee will be deducted from the Plan's shares unless it is paid in advance. FEES AND EXPENSES Plan & R> You pay three types of fees: Creation and Sales Charges, Custodian Fees and Other Service Charges. Each of these fees is described in more detail below.</R> & lt;R> Your plan also indirectly pays the fees charged on Class O shares of the funds, including management fees. Your plan indirectly pays these fees as it invests in Class O shares of funds. For more information on the fees payable by the Fund, see Fee Schedule on page F-5 of the Fund prospectus.</R> 1. <r>Creation and<r> Sales You will pay Creation and Sales Charges equivalent to as much as 50% of your first twelve investments in your Plan. After the first 12 investments, the charge falls to 3.60% or less on each subsequent investment for the 10-year Plan and 5.7% or less on each subsequent investment for the 15-year Plan. Once you have completed the 10-year Plan (120 monthly investments), the Creation and Sales Charges payable on your investment will amount to 8.24% of your Plan's total investment, assuming that you are investing in the Plan with a richest monthly investment of $50 per month ($6,000 Face Amount). The percentage of Creation and Sales Charges per dollar invested decreases as the Face Amount increases. Creation and Sales Charges at the largest 10-year plan size, $10,000 per month ($1,200,000 Total Page), amount to 0.64% of your Plan's total investment. Once you have completed the 15-year Plan (180 monthly investments), the Creation and Sales Charges payable on your investment will amount to 8.67% of your Plan's total investment, assuming the monthly investment amount of $50 per month ($9,000 Face Amount). Creation and Sales Charges at the largest 15-year plan size, $10,000 per month ($1,800,000 Total Page), amount to 0.61% of your Plan's total investment. You have certain cancellation and refund rights. However, these rights are limited, and the initial termination of your Plan or your inability to complete the Plan may result in you ingesting a Creation and Sales Charge that represents a huge percentage of your investment amount in your Plan. For example, if you terminate your Plan between 45 days and 18 months after you start your Plan, Creation Creation Sales Charges and Custodian Fees which will not be refundable to you may be 17.2% of your investment amount made. If you terminate your Plan after 18 months, the Creation and Sales Charges and the Guardian Fee that will not be refunded to you may be 35.2% of your investment amount made. See Your Cancellation and Refund Rights on pages <R>15</R>. 2. Guardian Fees and Other Service Charges On Plan & lt;r>Sized & lt;/r> minimum (10 or 15) years The Guardian Fee is $1.10 per investment. &R>At $75.00 per month The Guardian Fee Plan is $1.25 per investment, The Guardian Fee is $1.50 on a larger Plan.</R> Accounts established under the Automated Investment Program or government separation after 29 November 1993 <R>will</R> charged a Reduced Guardian Fee of $0.75 per investment. View the Automatic Investment Programme and Government Computational Program page <R>11</R>. The Custodian Fee charged per account at any one time should not exceed $5 per investment, regardless of the number of investments made. Therefore, if the Plan Holder submits some investments into one account, so that the aggregate amount will result in a Guardian Fee of more than $5, the fee would otherwise be deducted at a maximum rate of $5. In addition to these fees, the Guardian deducts annual service charges from dividends and distributions, and if necessary, from the principal, in reimbursement for administrative costs. The charge amount will be determined by promising the Plan's annual administrative costs on the total number of Plan accounts. For the fiscal year ended September 30 & R>2000,</R>charges are $&R>3.58</R> for Destiny Plan I: O and $<R>4.42<R> for Plans After 1 January 1986, this charge is subject to increases by sponsors, in the aggregate not to exceed the increase in the Consumer Price Index. For Plans established before 1 January 1986 and after 30 October 1982, this service charge should not exceed $10 per year. For Plans established before 31 October 1982, this charge should not exceed $2 per year. You can also pay additional fees to the Guardian for certain services provided by the Guardian or its affiliated savings and administrative services agent, Boston Financial. This fee is described below: Completed Plan Fee: An annual fee of $12 or 2/10 of 1% of the Plan's Face Amount, whichever is less, will be charged if you have completed your Plan but have chosen not to hold Class O shares directly. View Completed Plans and Exchanges on pages <R>16</R>. Inactive Account Fee: An annual fee of $12 will also apply to your Plan if you haven't completed your Plan and your Plan is not See the Current Guardian section of Your Plan on pages <R>10</R>. Termination Fee: A fee of $2.50 will apply to your Plan if you make a complete withdrawal or you terminate your Plan prior to completion. See End Your Plan & R> pages<R> <R>15</R>. &R> & lt;/R>Refundable Inspection Fee: For Plans prior to 1 December 2000, a fee of $2.50 will apply to your Plan for any unverted pre-authorization cheques or cheques of the bank where it is withdrawn (non-exhonored inspection). For Plans issued on or after 1 December 2000, a fee of $10.00 will be charged for each unexpected cheque. &R> Bank Wire Fee: $10.00 fee will be charged for each stock redemption with wire.</R> & lt;R> Fidelity Destiny IRA Maintenance Fee: If you have an IRA Destiny Fidelity, you will be charged an annual maintenance fee of $10 and a specific service fee. See Tax Benefits Retirement Plan on page 5.</R> Guardian deducts This Guardian's Fee and Other Service Charges from your Plan account. If possible, these fees are paid in advance of dividends and distributions. However, if necessary, these fees can be paid out of the principal from the proceeds of the sale of Funds shares in your Plan account. The Guardian has a lien on your shares to the extent of these rights. Except as described in this section of Fees and Expenses, there are no other fees or expenses incurred against the Plan or the Planholder's account (or deducted from dividends or distribution of Funds) to compensate the Guardian or Sponsor for their services. All other fees or expenses that may be charged to the Plan and the Planholder (or deducted from dividends or fund distribution) are paid voluntarily by the Fund or sponsors. Although there is no current intention to do so, the Funds and Sponsors are each entitled to pay such fees or expenses, and cause them to be charged against the Plan or The Plan Holder (or deducted from the dividend or distribution of the Fund). The following table reflects the effects of The Guardian Creation and Sales charges and the Guardian Fee on the Plan with different monthly investment amounts and different plan lengths. ALLOCATION OF INVESTMENTS AND DEDUCTIONS 10-Year Plans (120 investments) (Assuming that all investments are made in accordance with the terms of the Plan) CREATION AND SALES CHARGES CUSTODIAN FEES % OF TOTAL CHARGES Monthly Investment Total Face Amount of Plan Per Investment 1 thru 12 Per Investment 13 thru 120 Total % of Total Investments Per Investment Total(A) Total Charges(A)(B) Net Investment in Fund Shares(C) To Total Investments(C) To Net Investments in Fund Shares(C) $ 50.00 $ 6,000.00 $ 25.00 $ 1.80 $ 494.40 8.24% $ 1.10 $ 132.00 $ 626.40 $ 5,373.60 10.44% 11.66% 75.00 9,000.00 37.50 2.70 741.60 8.24 1.25 150.00 891.60 8,108.40 9.91 11.00 100.00 12,000.00 50.00 3.60 988.80 8.24 1.50 180.00 1,168.80 10,831.20 9.74 10.79 125.00 15,000.00 62.50 4.50 1,236.00 8.24 1.50 180.00 1,416.00 13,584.00 9.44 10.42 150.00 18,000.00 75.00 5.40 1,483.20 8.24 1.50 180.00 1,663.20 16,336.80 9.24 10.18 166.66 19,999.20 83.33 5.00 1,539.96 7.70 1.50 180.00 1,719.96 18,279.24 8.60 9.41 200.00 24,000.00 4.02 1,634.16 6.81 1.50 180.00 1,814.16 22,185.84 7.56 8.18 250.00 30,000.00 125.00 5.00 2,040.00 6.80 1.50 180.00 180.00 27,780.00 7.40 7.99 300.00 36,000.00 150.00 5.00 2,340.00 6.50 1.50 180.00 2,520.00 33,480.00 7.00 7.53 350.00 42,000.00 175.00 4.50 2,586.00 6.16 1.50 180.00 2,766.00 39,234.00 6.59 7.05 400.00 48,000.00 200.00 4.00 2,832.00 5.90 1.50 180.00 3,012.00 44,988.00 6.28 6.70 500.00 60,000.00 225.00 2.78 3,000.24 5.00 1.50 180.00 3,180.24 56,819.76 5.30 5.60 750.00 90,000.00 300.00 2.50 3,870.00 4.30 1.50 180.00 4,050.00 85,950.00 4.50 4.71 1,000.00 120,000.00 300.00 5.00 4,140.00 3.45 1.50 180.00 4,320.00 115,680.00 3.60 3.73 1,500.00 180,000.00 315.00 6.00 4,428.00 2.46 1.50 180.00 4,608.00 175,392.00 2.56 2.63 2,000.00 240,000.00 325.00 7.00 4,656.00 1.94 1.50 180.00 4,836.00 235,164.00 2.02 2.06 2,500.00 300,000.00 350.00 8.00 5,064.00 1.69 1.50 180.00 5,244.00 294,756.00 1.75 1.78 5,000.00 600,000.00 400.00 11.00 5,988.00 1.00 1.50 180.00 6,168.00 593,832.00 1.03 1.04 10,000.00 1,200,000.00 500.00 15.56 7,680.48 0.64 1.50 180.00 7,860.48 1,192,139.52 0.66 0.66 NOTES* : (A) Excludes the Completed Annual Plan of $12 or Inactive Account Fee, payable to the Guardian in advance of dividends and distributions and then, if necessary, of the principal. Plans established under the Automated Investment Programme or government agreement after 29 November 1993, will pay a reduced Guardian Fee of $0.75 per automatic investment. (B) Excluding service charges, must be paid in advance of dividends and distributions and then, if necessary, of the principal, to cover certain administrative expenses incurred. The charge amount will be determined by promising each annual administrative cost of the Plan on the total number of accounts of the Plan. In general, for the fiscal year ended September 30 & R>2000,</R>charges are $&R>3.58</R> for Assessment Plan I: O and $<R>4.42<R> <R>(C)</R> Investment means only your monthly plan investment and does not include any capital gains reinsurance or dividend distribution. * View Guardian Fees and Other Service Charges on pages <R>6</R>. ALLOCATION OF INVESTMENTS AND DEDUCTIONS 15-Year Plans (180 investments) (Assuming that all investments are made in accordance with the terms of the Plan) CREATION AND SALES CHARGES CUSTODIAN FEES % OF TOTAL CHARGES Monthly Investment Total Face Amount of Plan Per Investment 1 thru 12 Per Investment 13 thru 120 Total % of Total Investments Per Investment Total(A) Total Charges(A)(B) Net Investment in Fund Shares(C) To Total Investments(C) To Net Investments in Fund Shares(C) $ 50.00 $ 9,000.00 $ 25.00 $ 2.86 $ 780.48 8.67% $ 1.10 $ 198.00 $ 978.48 $ 8,021.52 10.87% 12.20% 75.00 13,500.00 37.50 4.06 1,132.08 8.39 1.25 225.00 1,357.08 12,142.92 10.05 11.18 100.00 18,000.00 50.00 5.41 1,508.88 8.38 1.50 270.00 1,778.88 16,221.12 9.88 10.97 125.00 22,500.00 62.50 6.76 8.38 1.50 270.00 2,155.68 20,334.32 9.58 10.60 150.00 27,000.00 75.00 5.70 1,857.60 6.88 1.50 270.00 2,127.60 24,872.40 7.88 8.55 166.66 29,998.80 83.33 6.33 6.33 6.88 1.50 270.00 2,333.40 27,665.40 7.78 8.43 200.00 36,000.00 100.00 7.43 2,448.24 6.80 1.50 270.00 2,718.24 33,281.76 7.55 8.17 250.00 45,000.00 125.00 9.29 3,060.72 6.80 1.50 270.00 3,330.72 41,669.28 7.40 7.99 300.00 54,000.00 150.00 5.04 2,646.72 4.90 1.50 270.00 2,916.72 51,083.28 5.40 5.71 350.00 63,000.00 175.00 5.31 2,992.08 4.75 1.50 270.00 3,262.08 59,737.92 5.18 5.46 400.00 72,000.00 200.00 3.80 3,038.40 4.22 1.50 270.00 3,308.40 68,691.60 4.60 4.82 500.00 90,000.00 225.00 5.36 3,600.48 4.00 1.50 270.00 3,870.48 86,129.52 4.30 4.49 750.00 135,000.00 300.00 8.70 5,061.60 3.75 1.50 270.00 5,331.60 129,668.40 3.95 4.11 1,000.00 180,000.00 300.00 15.54 6,210.72 3.45 1.50 270.00 6,480.72 173,519.28 3.60 3.73 1,500.00 270,000.00 315.00 17.52 6,723.36 2.49 1.50 270.00 6,993.36 263,006.64 2.59 2.66 2,000.00 360,000.00 325.00 18.57 7,019.76 1.95 1.50 270.00 7,289.76 352,710.24 2.02 2.07 2,500.00 450,000.00 350.00 20.26 7,603.68 1.69 1.50 270.00 7,873.68 442,126.32 1.75 1.78 5,000.00 900,000.00 400.00 25.00 9,000.00 1.00 1.50 270.00 9,270.00 890,730.00 1.03 1.04 10,000.00 1,800,000.00 500.00 29.64 10,979.52 0.61 1.50 270.00 11,249.52 1,788,750.48 0.62 0.63 NOTES*: (A) Excludes the $12 Completion Annual Plan or Inactive Account Fee, payable to the Guardian in advance of dividends and distributions and then, if necessary, from the principal. Plans established under the Automated Investment Program or government separation after 23 November 1993, will pay a reduced Guardian Fee of $0.75 per automatic investment. (B) Excluding service charges, must be paid in advance of dividends and distributions and then, if necessary, of the principal, to cover certain administrative expenses incurred. The charge amount will be determined by promising each annual administrative cost of the Plan on the total number of accounts of the Plan. In general, for the fiscal year ended September 30 & R>2000,</R>charges are $&R>3.58</R> for Assessment Plan I: O and $<R>4.42<R> <R>(C)</R> Investment means only your monthly plan investment and does not include any capital gains reinsurance or dividend distribution. * View Guardian Fees and Other Service Charges on pages <R>6</R>. <r>TOTAL ALLOCATIONS AND DEDUCTIONS WHEN AN EXTENDED INVESTMENT OPTION OF 120 ADDITIONAL INVESTMENTS IS USED (Please see page 13 for details on Advanced Investment Options.) (Assuming that all investments are made in accordance with the terms of Extended Investment Options)</r> CHARGES FOR CREATION AND SALE OF CUSTOE FEES % OF TOTAL Monthly Investment CHARGES The Face Of Creation Plan and Sales Charges creation and sales charges as % of Total Investment Guardian Fees (A)(B) Total Net Investment In Shares (C) To Total Investment To Net Investment in Fund Shares (C) $50.00 $15,000.00 $1,123.68 7.49% $330.00 $1,453.68 $13,546.32 39.69% 10.6873% 75.00 22,500.00 1,619.28 7.20 375.00 1,994.28 1,994.28 8.86 9.73 100.00 30,000.00 2,158.08 7.19 450.00 2,608.08 27,391.92 8.69 9.52 125.00 37,500.00 2,696.88 7.19 450.00 3,146.88 34,353.12 8.39 9.16 150.00 45,000.00 2,541.60 5.65 450.00 2,991.60 42,008.40 6.65 7.12 166.66 49,998.00 2,823.00 5.65 450.00 3,273.00 46,725.00 6.55 7.00 200.00 60,000.00 3,339.84 5.57 450.00 3,789.84 56,210.16 6.32 6.74 250.00 75,000.00 4,175.52 5.57 450.00 4,625.52 70,374.48 6.17 6.57 300.00 90,000.00 3,251.52 3.61 450.00 3,701.52 86,298.48 4.11 4.29 350.00 105,000.00 3,629.28 3.46 450.00 4,079.28 100,920.72 3.89 4.04 400.00 120,000.00 3,494.40 2.91 450.00 3,944.40 116,055.60 3.29 3.40 500.00 150,000.00 4,243.68 2.83 450.00 4,693.68 145,306.32 3.13 3.23 750.00 225,000.00 6,105.60 2.71 450.00 6,555.60 218,444.40 2.91 3.00 1,000.00 300,000.00 8,075.52 2.69 450.00 8,525.52 291,474.48 2.84 2.92 1,500.00 450,000.00 8,825.76 1.96 450.00 9,275.76 440,724.24 2.06 2.10 2,000.00 600,000.00 9,248.16 1.54 450.00 9,698.16 590,301.84 1.62 1.64 2,500.00 750,000.00 10,034.88 1.34 450.00 10,484.88 739,515.12 1.40 1.42 5,000.00 1,500,000.00 12,000.00 1.80 450.00 12,450.00 1,487,550.00 0.83 0.84 10,000.00 3,000,000.00 14,536.32 0.48 450.00 14,986.32 2,985,013.68 0.50 0.50 NOTES* : &R>(A)</R> Excludes the Completed $12 Annual Plan or Inactive Account Fee, which must be paid to the Guardian in advance of dividends and distributions and then, if necessary, of the principal. Plans established under the Automated Investment Program or government separation after 23 November 1993, will pay a reduced Guardian Fee of $0.75 per automatic investment. (B) Excluding service charges, must be paid in advance of dividends and distributions and then, if necessary, of the principal, to cover certain administrative expenses incurred. The amount of such charges will be determined by promising each annual administrative cost of the Plan on the total number of accounts of the Plan. In general, for the fiscal year ended September 30 & R>2000,</R>charges are $&R>3.58</R> for Assessment Plan I: O and $<R>4.42<R> <R> (C)</R> Investment means only your monthly plan investment and does not include any capital gains reinsurance or dividend distribution. * View Guardian Fees and Other Service Charges on pages <R>6</R>. MONTHLY INVESTMENT PLAN $50 (Assuming that all investments are made in accordance with the terms of the Plan) On & R> End of Your Plan* At the End of 6 Months (6 Investments) At the End of the Year (12 Investments) At the End of 2 Years (24 Investments)</R> Total % of Total Investments % of Total Investment Amount % Of Total Investment Amount % Of Total Investment 10 YEARS (INVESTMENT 120) Investment Amount $6,000.00 100.00% $300.00 1000.00% $600.00 100.00% $1,000200.00 100.00% Deduction: Creation and Sales Charge Total Deduction(A) Net Invested under Plan 494.40 132.00 626.40 5,373.60 8.24 2.00 626.40 5,373.60 8.24 2.24 2.00 626.40 5,373.60 8.24 2.24 2.0020 10.44 89.56 150.00 6.60 156.60 143.40 50.00 2.20 52.20 47.80 300.00 13.20 13.20 286.80 50.00 2.20 53.20 47.80 321.60 26.40 348.00 852.00 26.80 2.20 29.00 71.00 15 YEARS (180 INVESTMENTS) Total Investments $ 9,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00% $ 1,200.00 100.00% <R>Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans 780.48 198.00 978.48 8,021.52 8.67 2.20 10.87 89.13 150.00 6.60 156.60 143.40 50.00 2.20 52.20 47.80 300.00 13.20 313.20 286.80 50.00 2.20 52.20 47.80 334.32 26.40 360.72 839.28 27.86 2.20 30.06 69.94</R> 25 YEARS (300 INVESTMENTS) Total Investments(B) $ 15,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00% $ 1,200.00 100.00% Deduct: Creation and Sales Charges Custodian Fees Total Deductions(A) Net Amount Invested under Plans 1,123.68 330.00 1,453.68 13,546.32 7.49 2.20 9.69 90.31 150.00 6.60 156.60 143.40 50.00 2.20 52.20 47.80 300.00 13.20 313.20 286.80 50.00 2.20 52.20 47.80 334.32 26.40 360.72 839.28 27.86 2.20 30.06 69.94 * Assuming completion of your Plan. <r>NOTE***:lt;/r> (A)<R> & </R>Excluding service charges, must be paid in advance of dividends and distributions and then, if necessary, of the principal, to cover certain administrative expenses actually incurred. The amount of such charges will be determined by promising each annual administrative cost of the Plan on the total number of accounts of the Plan. In general, for the fiscal year ended September 30 & R>2000,</R>charges are $&R>3.58</R> for Assessment Plan I: O and $<R>4.42<R> (C) &R> </R>Schedule 25 years (300 investments) reflect the charges imposed on the 15-year Plan continued under Extended Investment Options. It excludes a reduced Guardian Fee rate of $0.75 per automated investment for Plans established under the Automated Investment Program or government agreement, as described at & lt;R>page 11</R>. The Guardian Fee may be increased as stated in the Guardian Fee and Other Service Charges on pages <R>6</R>. &R>*</R><R> </R>View Guardian Fees and Other Service Charges on pages <R>6</R>. Dividends and distributions received on the Fund's shares during the period indicated above have not been included or reflected in any manner in the amount shown in the table. After the first 12 investments, creation and sales charges deducted from any investment will not exceed 3.73% of the net investment in shares in the Fund's shares in the case of Plan 10 years and 6.07% of the net investment in the Fund's shares in the case of Plan 15 years (before deducting the Custodian Fee). The amount shown is subject to an additional Termination Fee of $2.50 (inclusive of transfer tax, if any) if the Plan is terminated before the completion of all investment plans. MAINTAIN YOUR PLAN WHILE Your Plan calls monthly for a period of either 10 or 15 years, with the option to extend the 15-year Plan for another 10 years. You may not be aware of the full benefits of your Plan unless you complete your Plan. You should carefully consider your ability to make investment for the length of time it takes to complete your Plan before you begin the Plan. This plan offers an Automated Investment Program to assist you in making your monthly investment. See the Automatic Investment Programme and Government Accounts on pages & lt;R>11</R>. If you stop making monthly investments, your ability to benefit from the average dollar cost will be reduced. See Average and Diversification Of Dollar Costs at & R>pages 11</R>. If you stop making monthly investments and don't make any of your monthly investments in advance before your deadline, your Plan will no longer be present. A $12 inactivity account fee is charged annually if you have not completed your Plan and no investment has been made for a period of 12 months, after giving credit for any monthly investment advance payments you may make. This fee is deducted from dividends and distributions or, if this is insufficient, the Guardian reserves the right to obtain the required amount to pay his fees by selling funds shares from your Plan account. Under current policy, an investment is required within 6 calendar months to prevent the Plan from defaulting. Your plan can be terminated by sponsors or Guardians if they default. See Termination of Your Plan by Sponsor or Guardian on pages <R>17</R>. AGING DOLLAR COSTS AND DIVERSIFICATION The Destiny Plan was created to use the investment method with an average dollar cost. The average dollar cost is a strategy of buying a fixed dollar securities volume at regular intervals, regardless of the share price. In the Destiny Plan, you invest a fixed amount each month. Your monthly investment of fixed dollar amount buys more shares when the share price is low and less stock when the share price is high. The benefit of this method is that, over time, your average stock costs will be lower than the average price of the shares. The average dollar cost does not ensure profit or guard against losses. If you sell your Fund shares when the value is less than its cost, you will incur losses. Diversification can help you manage investment risks by reducing the volatility of the securities portfolio. The Destiny Fund is diversified, meaning that the Fund invests in a number of different securities. CHARACTERISTIC PLAN 1. <r>Automated Investment Program and Government Accounting</r> To encourage and assist you in making monthly investments, and to eliminate the load of cheque writing every month, you may arrange to have your investments made automatically by setting up an Automated Investment Program or, if you are a member of the military, a government allergy. How To Set Up, Change or End automatic & lt;R>I<R>nvestment P&R>rogram</R> ? To create an Automated Investment Program, you Complete the Pre-authorization Inspection Transaction Form, include an invalid blank inspection, and send it to Boston Financial at least 15 days before the date The Investment Programme will take effect. Boston Financial will then draft your bank account every month in the investment amount of the monthly Plan. To change your Automated Investment Programme, you must give written notice to Boston Financial at least 15 days before the effective date of such change. ? To terminate your Automated Investment Programme, you must give written notice to Boston Financial at least 5 days before the next scheduled draft date. How To Establish, Change or Terminate a Government Agreement ? Military personnel can establish a government agreement by completing an appropriate government cutting form. ? You may change or terminate a government agreement at any time by giving notice to your paying government office. ? Please get a form to set up, change, or terminate a government agreement from your paying government office. Boston Financial cannot supply you with these forms. 2. Collection Rights You may be eligible to pay a lower Creation and Sales Charge on any new Plan you purchased, or on an existing Plan where you increase & lt;r>Amount<r> Face, by aggregated their Face Amount with the following holdings registered to <R>you,</R> family members<R>nearest you, or certain fiduciary accounts & lt;/R>described below: (i) Face Amount for any current Plan, (ii) Class Shares, A Class B, Class B, and Class C of any Loyalty Advisory fund, (iii) Adviser B Class of shares and Class C Advisors shares of the Treasury Fund, and (iv) Daily Money Class Shares of the Treasury Fund, Prime Fund or Tax Exemption Fund acquired by exchange from any Fidelity Advisor & R>f<R>lt In addition, when you buy a new Plan, or increase the existing Plan's Total Face, you may also be eligible to reduce the Creation and Sales Charges you pay on future investments into any existing individual IRA Plan that is already at an investment size of $166.66 per month, and which is registered to you or your immediate family. The 10-year and 15-year plans cannot be combined for the purpose of taking advantage of these collection rights. To use this privilege, you or your investment professional must inform the Sponsor in writing that you wish to accumulate the Face Amount for each Plan eligible for the collection rights for the purpose of determining the applicable Creation and Sales Charges. Applications for each new Plan you purchase must be submitted at the same time you send your notice. Each Plan you own must be up to date by the time you send your notice. For collection rights, the Plan is considered as current if: ? It was finished and not redeemed; ? It has not been completed, but has many investments have been recorded as there have passed months since the inception or

since its inception; or ? It is a qualified retirement plan, including the IRA. If one or more from the Plan, other than a qualified retirement plan, which is combined These privileges then cease to make monthly investments and are no longer up to date, the balance of Creation and Sales Charges will be recalcaled to reflect the charges incurred in the current Plan or Plan. You can only incorporate a Plan registered to you, your spouse, your children under the age of 21, or trustee or other fiduciary for one trust estate or a single fiduciary account. For the purpose of this privilege, a fiduciary account includes pensions, profit sharing or other employee benefit trusts created pursuant to a qualified plan under Section 401 of the Inland Revenue Code, and trust estates or fiduciary accounts may have more than one beneficiary. This privilege is not available to any individual group whose funds are combined, directly or indirectly, for the purchase of redeemable securities of a registered investment company either jointly or through a trustee, agent, guardian or other representative for that individual group. 3. <r>Distribution</r> Unless you otherwise direct, all dividends and other distributions, after the applicable deduction, are automatically used to purchase additional Class O funds shares in NAB at the record date for distribution. No sales charges are made on any dividend or other distribution payments. You must instruct Boston Financial in writing if you wish to receive dividends and other distributions in cash rather than additional shares. Your instructions must be received at least seven days before the record date of dividend or distribution. You can change these instructions at any time. Distribution on IRA Destiny Loyalty is automatically reinvested. Dividends and other distributions are made on a one-fellow basis. After each distribution, the value of the shares falls by the total distribution. If you make an investment shortly before the date of the former dividend or distribution, you will pay the share price which includes the dividend or distribution amount. This is called buying dividends. Dividends and distributions, if declared, are usually paid annually by each Fund, and may be taxable to you. See Taxes on pages & lt;R>17</R>. 4. <r>Federal Income Tax Withhold&/r> Boston Financial may withhold 28% of any dividends or other distributions paid by the Fund and send that amount to the Inland Revenue Service as credit for your tax liability, if any. The amount withheld may or may not be the same as the additional taxes you may owe to dividends or distributions. If you choose to allow this detention, the number of Fund shares purchased with the remaining dividends or distribution will be less than applicable. Detention is only available if your Plan re-approves dividends and other distributions. It is not available for tax-beneficial retirement plans, including THE IRAs Fidelity. Refrains options can be initiated by submitting Tax Holdings acryse with your Plan Application, to Boston Financial at least 30 days before the option takes effect. Upon commencement, the detention option will remain in effect until you inform Boston Financial in writing to terminate the detention. 5. <r>Your Voting Rights</r> Will receive at least 15 days' notice before any matter is submitted to the shareholders' vote of the Fund. The Guardian will vote on these matters in accordance with your instructions. If there are no instructions on how you wish to vote, the Guardian will vote on all votes of the Plan in the same proportion as it voted for shares for which it has received instructions from other Plan Holders in your Plan. The number of votes you are entitled to is based on the value of your investment dollar. If you wish to attend a meeting where the shares can be voted on, you may request Boston Financial to provide a proxy or otherwise make arrangements to proceed with your voting rights. 6. <r>Making Advance Investments</r> If you want to complete your plan ahead of schedule, you can make up to 24 investments (including your normal monthly investment) in each calendar year. You can also make advance investments in a one-sum sum amount, but this one-time investment should not exceed 24 investments in total over the life of your Plan. Advance investments that exceed this limit will be returned to you at the record address. This limit may be reduced for the transfer or transition of an IRA-qualified retirement plan or tax into a destiny tax-qualified retirement plan, or if you pass away to allow your Plan to be resolved at any one time by your estate or beneficiary. Monthly investments can also be paid in one-time to make the current outstanding Plan. You pay the same Creation and Sales Charges when you make an advance investment as you do on regular monthly investments. 7. <r>Change your Plan's Face Amount, You</r> may increase your Plan's Total Face at any time. This is called making Face Changes to your Plan. You can choose a new Face Amount which is one of the total monthly investments shown on pages & R>7,</R> <R>8<R> and <R>9</R>. &R> Within 12 months from the time you add your Plan Face Amount, you can reduce your Face Amount back to an amount not lower than the previous Plan's Face Amount.</R> Within 12 months from the time you open a new Plan, you can reduce your Total Face by 50%. This privilege is only available for plans with a Face Amount of at least $12,000 ($100 per month). You must submit your request for changes in the Plan Face Amount to Boston Financial or your representative along with the Application completed for the new Face Amount. The increase in the face amount will not take effect until the Guardian receives written instructions in good order & lt;R>from you</R> and <R>monthly payment</R> first called by P lan &R>new.</R> &R> Newly received by within 3 months from the date of receipt of instructions & R>written,</R> a face change request will be deemed to have been withdrawn. The reduced number of faces will not take effect until the Guardian receives written instructions in good order & lt;R>from you<R> and <R>monthly payment</R> first called by the new Plan. If payments called by the new Plan are not accepted by the Guardian within 3 months from the date of receipt of the written instruction, a face change request will be deemed to have been withdrawn. Whether you add or decrease your Face Amount, changes in The Face Amount don't create new cancellations and refund rights. However, your Plan will be subject to the fees and deductions imposed on the same Face Amount Plan that opens at the time you change your Plan's Face Amount, as described in the prospectus which at that time effectively. The Creation and Sales Charges that you have paid on your existing Plan will resume and be used as a credit to the Creation and Sales Charges payable on your Plan, if any, at the time you change your Plan's Face Amount. Any additional Creation and Sales Charges payable on your Plan will be paid by diluting the shares of the Fund held by your Plan. 8. <r>Advanced Investment Options</r> If you purchased a 15-year Plan, you can continue to make monthly investments into your Plan after you complete all scheduled investments, automatically activate Extended Investment Options. If you purchased the 10-year Plan, you must first convert your Plan's Face Amount to a 15-year Plan and complete the Plan before activating Advanced Investment Options. You can make as many as 120 additional monthly investments, for a total of 300. Investments that exceed this limit will be returned to you at the record address. Your additional investments are subject to the same deduction & R> (except Guardian Fees) as & lt;/R> your last scheduled investment. If you stop investing under Advanced Investment Options, and your Plan does not current for six consecutive months, a Sponsor or Guardian may terminate your Plan. The Guardian reserves the right to increase the Custodian Fee applicable for this period to the rate subsequently imposed for the new Plan the same plan size. However, in no case, the new rate will be more than 75% higher than the Guardian Fee detailed in this Prospectus. Your Advanced Investment Options will end after your 300th Monthly Plan investment. &R> If you stop investing under Advanced Investment Options, and your Plan does not during six consecutive months, a Sponsor or Guardian may terminate your Plan. If the Extended Investment Option expires either through a failure to make an investment required, or because you have given written notice of termination to Boston Financial, or for any other reason, the Guardian reserves the right to increase its fees to the rate currently imposed for the new Plan of the same Face Amount. In </R> & lt;/R> However, the new rate will exceed 75% higher than the annual rate imposed on your Plan at that time. 9. <r>Partial Dissolution of Your Plan Usually,</r> if you redeem all your plan's shares, your Plan will expire. However, you can sell less than all shares of your Plan without terminating your Plan. If you have owned your Plan for at least 45 days, you can direct the Guardian, as an agent, to sell up to 90% of the value of your Plan's shares, which are stated in dollars, and pay the proceeds to you. You can create partial dissolution as often as you want. Any partial sale of shares and cash withdrawals must involve at least $100. &R>Where to Submit a Request.</R> Your partial liquidation request should be sent to Boston Financial Data Services, Inc., P.A. Box 8300, Boston, Massachusetts 02266-8300. Your request must be signed and any required signature guarantee must be accepted in the appropriate order before any withdrawal or liquidation can be exercised. &R>Signature Guarantee May Be Required.</R> If your partial liquidation results in cash withdrawals of more than $100,000, if the results are sent to an address other than a record address, or if the results are due to someone other than the account record owner, a signature guarantee is required. A signature guarantee is also required if you have changed your address within 30 days of your partial liquidation request. A signature guarantee is a widely accepted way to protect you and Fidelity by guaranteeing the signature that appears on your request. Signature guarantees cannot be provided by a notary public. Guardians will receive signature guarantees from banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, government securities brokers, credit unions (if authorized under state law), national securities exchanges, registered securities associations, clearing agencies and savings associations. &R>Phone Request.</R> You can also partially liquidate over the phone by calling 1-800-2255270, as long as you do not withdraw more than $100,000 from your Plan and your request does not require a signature guarantee. &R>Bank wires. You can also partially redeem via the Federal Reserve Wire System by contacting Boston Financial at 1-800-225-5270. You must register for the wire feature at least 5 days before using it. Please contact your investment professional or Boston Financial to confirm that this feature is provided on your account. You must set a U.S. trading bank account where you want the redemption results to be deposited. To add a wire feature or change the bank account to receive redemption proceeds at any time before making a redemption request, you need to send an instruction letter, including signature guarantee and blank cheque, to Boston Financial Data Service, Inc. P.O. Box 8300, Boston, Massachusetts 02266-8300. The $10.00 fee will be </R> will </R> for each stock redemption with wires. Redemption Price and Proceeds. The redemption price for partial dissolution will be & R> at </R> NAB&R> calculated </R> after <R>order&R> you received in the correct form &R>lt;lt;/R>. Partial dissolution requests must be <R>received at lt;/R> 4:00 p.m. Eastern time to receive NAB that day. You will receive the proceeds via cheques made payable as the account is registered and sent to the record address. Typically, you will be sent as a result of partial liquidation within seven calendar days from the time Boston Financial receives the request. However, Boston Financial will not mail redemption of revenue until a cheque received for the purchased shares has been cleared (which may take up to 7 calendar days). <R>Consequences of certain Taxes: Your Responsibilities.</R> You may be aware of capital gains or losses for federal income tax purposes at partial dissolution. If the assets from IRA Fidelity Destiny are directly distributed to you, you will be liable for any income tax payable on distribution and, if you are under the age of 59 1/2 years, you may be liable to a early distribution penalty if the asset is not reinvested into another IRA within 60 days from the date of receipt of the distribution. You may also be responsible for any transfer or other taxes that may be imposed on any partial liquidation or replacement. <R>Replacement Options.</R> If you dissolve a portion of some of your Plan's shares, you may, but are not obliged to, replace the shares by re purchasing it, up to the total original sale dollar, any time after 90 days from the date of original sale. If you own a Fidelity Destiny IRA, you can replace the shares by buying it back, up to the total amount of dollars in original sale, at any time after 45 days from the date of original sale. You may replace the Plan shares at any time after 90 days (45 days for IRA Destiny Fidelity), and a replacement does not need to be made in a single transaction. However, the amount of any share repurchase following partial dissolution must be at least 25% of the dissolved amount or $500, whichever is less. Partial liquidation replacement should be clearly identified to distinguish them from additional investments. The Guardian or Boston Financial may require additional documentation. Your replacement will be used for the purchase of Fund shares on the next specified NAV. Partial dissolution and replacement privileges are intended to facilitate the temporary use of the funds invested in your Plan for emergency purposes. Sponsor reserves the right to limit the number of transactions you can use to replace partial liquidation and impose additional restrictions in its judgment, it is necessary to comply with the requirements of Rule 2830 of the National Securities Association Rules Inc. (NASD). 10. <r>Systematic Production Program When </r> you have completed your Plan, you can choose to start the Systematic Production Program. You can also start a Systematic Withdrawal Plan before completing your plan if you provide Boston Financial with a written notification that you do not intend to make any additional investments. If you resume making &R>investment,</R> you may want to consider stopping the systematic production program due to Sales and Creation Charges. If you have an IRA Of Fidelity Destiny and aged 59 1/2 years or older, you do not need to complete your Plan&R>,</R> or provide notification that you do not wish to make additional investments, before you begin the Systematic Withdrawal Program. &R> To start the program, you instruct the Guardian, as your agent, to remove the necessary shares from your Plan account so that the Guardian can make a fixed cash withdrawal on the first day of each month or quarterly. You can authorize cash withdrawal for any amount, subject to a minimum of $50. Sponsors have set a minimum of $50 for administrative facilities: it should not be considered as the recommended amount of Systematic Withdrawals. You can change the amount of dollar withdrawal or discontinue the Systematic Withdrawal Program at any time.</R> Your plan will remain in full force and effect with all rights and privileges until all shares have been withdrawn from your account. Although the Systematic Withdrawal Program is in force, you cannot choose to receive dividends and distributions in cash. You should be aware that withdrawals in excess of dividends and distributions paid on your Plan shares will be made from the principal and can eventually finish your Plan account. Therefore, this withdrawal should not be considered as income on your investment. You can also be aware of capital gains or losses for federal income tax purposes during payment of each withdrawal. If you purchase two or more plans, it is a disadvantage to participate in the Systematic Withdrawal Programme on the completed Plan and at the same time still make monthly investments on unexpected plans. The sponsor reserves the right to cease offering the Systematic Withdrawal Programme at any time after giving 90 days' notice to all Planholders who have not yet chosen to participate in the programme. If you're joining the program at that time, you'll be allowed to continue with your programs. Sponsors are not contemplating ending the program. 11. <r>Transfer or Assign Your Rights in Plan</r> To obtain a loan, you may assign your rights, title and interest in all,<R>or </R> Plan to other banks or lending institutions. You may not give up your rights in the Plan if it is the Loyalty Destiny IRA, UTMA Plan, or UGMA Plan. Additional documentation may be required by the lender's institution. For additional information on the necessary forms and procedures, please contact Boston Financial at You may also transfer your rights, title and interest to another person whose rights will only be a complete withdrawal privilege from the Plan, or transfer your rights, title and interest to another person, trustee, or guardian acceptable to the Sponsor, who has applied to the Sponsor for the same Plan. Additional documentation may be required. Boston Financial or your representative will provide you with the appropriate task form. You will be responsible for any transfer tax that may apply. 12. <r>Broker Transfer</r> Shareholders can change broker/record dealer firm for his account by sending a letter of instruction to State Street Bank and Trust Company, Custodian c/o Boston Financial Data Services, Inc. P.O. Box 8300, Boston, MA 02266-8300. 13. & lt;r>Cancellation and Refund Rights</r> Cancellation Rights 45 days. You have certain cancellation rights. Within 60 days of your initial investment in the new Plan, the Sponsor will send a notice of these rights. If you choose to cancel your Plan within 45 days from the date of notice you will receive a cash refund equal to the amount (1) the total net asset value of the Fund shares credited to your Plan account on the date the cancellation request is received by Boston Financial and (2) the amount equal to the difference between the amount of investment made under the Plan and the net amount invested in the Fund shares (including all Guardian Fees paid so far)</R>. <R>Cancellation Rights 18 months.</R> In addition, you may cancel your Plan at any time within 18 months of your initial investment by sending a written instruction to Boston Financial. If you cancel your Plan after the 45-day cancellation period described above has expired but before the cancellation period of 18 months expires, you will receive a cash refund equivalent to the amount (1) total net asset value of the Fund shares credited into your Plan account on the date the cancellation request is received by Boston Financial and (2) the amount in which the Creation and Sales Charges are deducted from your investment amount. The Custodian Fee, which may amount to 2.2% of the investment amount, is not subject to a refund. On &R>any </R>t Send Requests. To receive the above refund, you must send a written cancellation request to the Boston Financial Data Service, Inc., P.E. Box 8300, Boston, Massachusetts 02266-8300. For your protection, if your refund amount will be more than $100,000, if the result is sent to an address other than the record address, if the result is due to someone other than the account record owner, or if you have changed your address within 30 days of the request You, your request must be signed by all registered owners and you must include Reinstatement After Cancellation. If you exercise exercise and Refund Rights and redeem your Plan, you cannot reinstate the proceeds from such cancellation or refund in the NAV, except as described under the Reinstatement Plan at <R>page 16</R>. You may be aware of capital gains or losses for federal income tax purposes at the time of redemption. &R>Notice.</R> Sponsor will send a written notice of cancellation rights for 18 months if, within the first 15 months after the issuance of your Plan, you have missed three or more investments, or if, after the first 15 months but before the end of the 18 months of withdrawal of your Plan, you have missed one investment or more. If the Sponsor has previously sent a notice within the first 15 months after the issuance of your Plan, a second notice will not be sent even if the additional investment is not generated. This notice will notify you of the cancellation rights of your Plan, and will include the value of your Plan and the amount you are entitled to receive upon cancellation, on the date of notice. 14. <r>Terminate Your Plan, You</r> may terminate your Plan in full at any time by redeeming all your shares. However, if you terminate your Plan before completing all scheduled investments, the percentage of your investment amount to be paid as Creation Charges and&R>Sales will</R> higher than if you have completed your Plan. You can also partially dilute your Plan. See Partial Dissolution of Your Plan on pages <R>13</R>. If you terminate your Plan for more than 60 days from the date of the plan being issued, you may avoid paying any commission which the security merchant may charge to terminate your Plan by sending a written notice of termination to Boston Financial. If your Plan is incomplete, a charge of $2.50 will be made to terminate your Plan. Options After Termination. Upon termination of your Plan, you may choose to hold the Fund shares directly by directing the Guardian to deliver any or all of the accumulated Fund shares in your Plan for at least 60 days, properly registered in your name, to the Fidelity Service Company, Inc., the fund's transfer agent. You can switch fund shares & R>you for shares of any Loyalty fund, & lt;/R>including Class A or Class T shares for any Fidelity Advisor & lt;R>investment requirements;lt;/R>unds>R> subject to minimum investment requirements<R>. You can also receive cheques for revenue by directing the Guardian, as your agent, to withdraw shares, redeem them, and send you proceeds. For more information, see the Plans and Exchanges Completed below and exchange shares in &R>pages F10</R> Fund prospectus. &R>Where to Submit a Request.</R> Request for termination must be sent to Boston Financial Data Services, Inc., P.A. Box 8300, Boston, Massachusetts 02266-8300. Your termination request and any required signature guarantee must be received in the appropriate order before any withdrawal or liquidation can be exercised. For your protection, if your total revenue is termination will be more than $100,000, if the result is sent to an address other than the record address, if the result is due to someone other than the account record owner, or if you have changed your address within 30 days of your cancellation request, your request must be signed by all registered owners and you must enter a signature guarantee on your termination request. &R>Bank wires.</R> You can redeem your shares through the Federal Reserve Wire System by contacting Boston Financial at 1-800-225-5270. You must register for the wire feature at least five days before using it. Please contact your investment professional or Boston Financial to confirm that this feature is provided on your account. You must set a U.S. trading bank account where you want the redemption results to be deposited. To add wire features or change the designated bank accounts to receive redemption proceeds at any time before making an redemption request, you need to send an instruction letter, including signage guarantee and an empty cancelled cheque, to Boston Financial Data Service, Inc. P. O. Box 8300, Boston, Massachusetts 0226-8300. A $10.00 fee will be charged for each stock redemption with wires. Redemption. The redemption price of shares & R>F</R>und you will be at the NAV calculated after your order is received in the correct form & R>.</R> Termination request must be received at 4:00 p.m. Eastern Time to receive the NAB that day. You will receive the proceeds via cheques made payable as the account is registered and sent to the record address. Usually, you will be sent a result within seven calendar days from the time Boston Financial receives your termination request. The redemption rights of the Fund shares may be suspended at times when the New York Stock Exchange is closed or if the Securities and Exchange Commission &R>determine </R> that certain emergencies exist. If the share redemption rights are suspended, the Fund's shares cannot be redeemed, and therefore, cash withdrawals cannot be made. 15. <r>Completed Plan and Exchange & lt;/r> Once you complete your Plan, you may choose to hold funds shares directly by instructing the Guardian to deliver any or all of the accumulated Fund shares in your Plan, registered correctly in your name, to the fund transfer agent. An annual fee of $12 or 2/10 of 1% of the Plan's Face Amount, whichever is less, will be charged if you have completed your Plan but are selected not to hold the Fund's shares directly. Your directly held fund shares can be exchanged at NAV for shares of any Fidelity & R>f,</R>including Class A shares and Class T loyalty Advisory funds, subject to minimum initial investment requirements. To switch to <R>in f und, you need to complete fidelity application <R>f</R>und. FMR is fidelity investment advisor <R>f</R>unds. For more information, see Shares in &R>pageS F-10</R> Fund prospectus. Changes between the two Plans are not allowed, or may change between this Plan and The Assessment Plan I: N or Assessment Plan II: N offered by a separate prospectus. The shares of any class of Destiny I hold by the Plan cannot be converted for shares of any class of Destiny II, or may share any class of Destiny II held by the Convertible Plan for shares of Destiny I. 16. <r>Reinstatement of Plan </r> You may reset the terminated Plan without any Creation and Sales Charges on the amount reinstated during the original duration of your previous Plan under the same account registration as your previous Plan. You must reinstate you within 90 days of your completion of your previous Plan. You do not need to reinstate all results you received during termination, but you must reset at least 10% of the gross revenue from termination of your previous Plan. When you revisit your Plan, your new Plan will be the same type of Plan, and invest in the same class of Fund shares, such as your former Plan, in the NAV of that class is further determined after your reinstatement request & R>you are received with </R> good by Boston Financial. You may terminate your tax-beneficial Retirement Plan account and resume assets in other tax-bearing retirement accounts without any scrap sales charges you want as long as the only difference between the previous plan account registration and the new Plan account is the name of the tax-beneficial retirement account type. You might want to consult a tax adviser before terminating a tax-beneficial retirement account. If you terminate your previous Plan and redeem your shares under Cancellation and Refund Rights described on pages & R>15,</R>you cannot reinstate the proceeds from such cancellation or refund on nab until all refunded Creation and Sales Charges that have been refunded in the cancellation have been deducted from the amount replaced. The reinstatement privileges of this plan are separate from the partial dissolution privileges described in & lt;R>pages 13</R>. When you reinstate your Plan, your new Plan will resume on the same monthly investment number that should have been paid if you have not terminated your previous Plan. Your plan will be credited for all monthly investments made to your previous Plan. The monthly investment amount to be made on your Plan will remain the same. Sponsors may, from time to time, extend the plan's reinstatement privileges beyond the 90-day period on the terms described above. Extended reinstatement period will not be available The sponsor has set a period of time for which the 90-day reinstatement period has been extended. You should be aware that if you terminate your Plan, you may be aware of profits or losses for federal income tax purposes, but if you repeat some or all of the proceeds in your Destiny Plan within 30 days of such termination, you may not loss for federal income tax purposes. 17. & lt;r>Tax</r> For tax purposes, you will be treated as a directly owned Fund share. Prospectus The Loyalty Destiny Portfolio more fully explains how dividends and distributions paid to you or reinvested for you may be taxed to you. You assume responsibility for any tax payable in respect of any realised gains on sale or transfer by the Guardian or sponsor of fund shares or other property credited to your account in accordance with the provisions of your Plan and for any taxes levied or evaluated in respect of shares in the Fund or income from shares of the Fund, not the Guardian or sponsor. For more information, see Tax Consequences on pages & R>letterS F-12</R> Fund prospectus. Appropriate notice of taxable distribution will be sent to you if necessary. If the Planholder is aware of their deduction, they may be able to deduct the Custodian Fee imposed on the Plan to the extent that such fee together with the deduction of various Planholders exceeds 2% of the gross income adjusted by the Planholder (level 2%). The basis for your share costs is the amount you pay for the shares, including Creation and Sales Charges and the cost of any redvested distributions but excludes The Guardian Fee. If you own a Loyalty Destiny IRA and your deduction item, you may be able to claim multiple deductions for any administrative fees or trustees incurred in connection with the IRA if the fee is billed separately or paid separately. 18. <r>Termination of Your Plan by Sponsor or Guardian</r> Although the Plan may call for a permanent investment within 10 years or 15 years, no Sponsor or Guardian may terminate your Plan up to 300 investments have been made unless the Plan is defaulted or unless the Fund shares cannot be obtained and a replacement is not made. See Replacement of Basic Investments below. Typically, the default plan if no investment is made for six consecutive months. However, under current policy, the Plan does not default if one investment has been made within six months of the calendar year. Although sponsors do not intend to do so, Sponsors reserve the right to change the current default policy in the future. The default period will not start until you are granted full credit for the amount of any advance investment you have made. After 300 investments, or if other events justify termination, a Sponsor or Guardian may terminate your Plan with 60 days' written notice by sending a notice of termination at the address shown on the registration of your Plan account. Notice will ask you to choose to have a Plan distributed either in cash or in Fund shares (together cash value of any broken stock) after deducting for all allowable charges, fees and expenses. Upon termination, the Guardian, acts as your agent, you, submission for dissolution whether all shares of the Fund are credited into your Plan or sufficient fund shares to pay all allowable deductions and leave no breakdown shares. The Fund shares and any cash balance after paying all allowable deductions will be held by the Guardian for delivery to you. No interest shall be payable by the Guardian on any cash balance. If you do not respond within 60 days after the notice of termination is sent to you, the Guardian may at its discretion, be at any time thereafth discharging its obligations by sending a cheque for the value of the fund shares dissolved to you. You will not have further rights under this Plan unless the cheque is returned to an undelivered Guardian, the Guardian will continue to hold this asset for your benefit, subject only to any applicable escheatment laws. The Guardian has no obligation to pay interest on or to refrain from cheques back to it. REPLACEMENT OF UNDERLYING INVESTMENT Sponsor may replace other investment medium shares as a fundamental investment if it thinks the replacement is in the interest of the Plan holder. The replaced shares shall be generally comparable in character and quality to the present Fund's shares, and shall be registered with the SEC under the Securities Act 1933. Before any replacement may be executed, the Sponsor must: & R> (a)</R> obtain an order from the SEC approve the replacement; & lt;R> (b)</R> give written notice of the proposed replacement to the Guardian; & lt;R> (c)</R> give written notice of the proposed replacement to each Plan Holder which includes a reasonable explanation of the new fund shares, with the advice that, unless the Plan is kept within 30 days from the date of commencement of the letter of commencement of the notice, you will be deemed to have agreed to the replacement and have agreed to bear the pro rata expenditure and the tax share incurred thereof. and &R> (d)</R> prepare the Guardian with a signed certificate stating that due notice under this provision has been given to each PlanHolder. If your Plan is not surrendered within 30 days from the date of delivery of the notice to you, the Guardian shall purchase new shares for your Plan with any dividend or distribution which may be reinvested for your Plan. If the new shares will also be replaced for shares held by your Plan, the Sponsor must arrange to have the Guardian given, without payment of sales charges or fees of any kind, with the new shares having an aggregate value equal to the value of the shares in which they need to be changed. If the Fund shares are not available for purchase for a period of 120 days or more, and the Sponsor fails to replace other shares, the Guardian may, but not either choose another basic investment or terminate the Plan. If the Guardian chooses a replacement investment, it must first obtain an order from the SEC approve the replacement, as stated and shall then inform each Plan Holder. If, within 30 days of sending you the required notice, you give you written approval of the replacement and agree to bear the pro rata portion of the actual expenses, including tax liability suffered by the Guardian, the Guardian may thereafter purchase the replaced shares. Your failure to grant written approval on a replacement within 30 days will give the Guardian the authority to terminate your Plan. AM The Terms of the Plan are set out in the Guardian Agreement, governed by the commonwealth of Massachusetts law. This plan is an investment unit trust under the Investment Companies Act 1940, and registered with the SEC. Registration with the SEC does not imply the supervision of management practices or management policies or investments by the SEC. No Plan certificate is provided. Fidelity Destiny Portfolios does not offer Class O shares directly to the public. Loyalty Systematic Investment Plan is now offered for sale in all states. In addition to the two Plans offered in this prospectus there are two series of other fidelity Systematic investment plans: Destiny Plan I: N and Destiny Plan II: N (Plan N). A copy of a separate prospectus describing both N Plans in detail is available from your investment professional or from Fidelity Distributors Corporation. Organizational policies, management and investment of Fidelity's Destiny Portfolio are fully described in the Fund's prospectus beginning on pageS F-1. Generally, the shares of the Fund bought on the NAV are subsequently calculated after your investment is received with a good order by the Guardian. Dividends and distributions received on shares of the Fund will be reinvested by the Guardian, after making the allowable deduction, in additional shares of the Fund at that time unless instructed by the Sponsor or unless you instruct Boston Financial to send it to you in cash. Commission between 41.7% to 92.4% of total Creation and Sales Charges will be paid to authorized investment broker-dealer firms and mutual fund traders who are NASD members and have implemented the Destiny Sales Dealer Agreement with Sponsors. From time to time sponsors can increase commissions paid to broker-dealing firms to 100%. The broker's traders are independent contractors. Nothing in this prospectus or in literature or other confirmation issued by a Sponsor, Guardian or Boston Financial includes a word of attorney or commission, making any broker-dealer, partner, employee or agent sponsor, Guardian or Boston Financial. Sponsors, Guardians or Boston Financial are not responsible for any actions or obligations of any trader or investment broker. CusTODIAN State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts, is the Guardian for the Plans below Guardian with Sponsor and maintain custody Plan. The plan service is provided by the Guardian or its affiliated storage and administrative services agent, Boston Financial Data Services, Inc. (Boston Financial). Acting as your agent, the Guardian assumes responsibility for many details of your Plan's administration. All correspondence should be addressed to the Boston Financial Data Service, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300 or your representative. The Guardian has delegated certain administrative functions to Boston Financial, an ally of the Guardian. Under delegate arrangements, the Guardian pays to Boston Financial all or part of the fees and charges made in the course of performing the administrative functions. Boston Financial Mail to each Holder's receipt plan for each investment, statement of the number of shares held in the Plan, notices, including notices of distribution and tax returns, reports to shareholders, prospectuses and proxy materials. You send your investment into the Plans for Boston Financial. After making the allowable deduction, Boston Financial uses the money for the purchase of Fund shares. Investment in Assessment Plan I: O Class O shares in purchases of Class O of Destiny I. Investment in Assessment Plan II: O shares in purchase of Class O of Destiny II. The Guardian holds these Fund shares in its custody, receiving dividends and distributions which, at your option, may be sent either to you or reinvested in additional Fund shares. The Guardian causes periodic audits to be taken from records maintained in connection with the Plan, unless the audit is arranged by the Sponsor, and provides other reports required by law. The Guardian only assumes the obligations specifically imposed on it under the Guardian Agreement with the Sponsor. These obligations do not include investment duties that are usually imposed on trustees. The Guardian is not responsible for the basic investment options, for the investment policies and practices of the Fund manager or for the actions or recrimination of the Sponsor. The Guardian Agreement cannot be amended to affect your rights and privileges without your written consent, and also cannot resign a Guardian unless a successor has been set and has received custody. A substitute must be a bank or trust company with capital, surcharged and unwavering profits amounting to at least $2,000,000. The Guardian may be changed without notice to you or your approval. The Guardian may terminate its obligation to accept a new Plan for the guardian if the Sponsor fails to perform certain activities, it is required to perform under the Guardian Agreement or if the Guardian terminates its custody on 90 days' notice after the third year of the Guardian Agreement, or at 30 days' notice after the expiry of the FIDelity Distributors Corporation (Distributor or Sponsor), 82 Devonshire Street, 82. Massachusetts 02109, is a Massachusetts corporation organized on 18 July 1960. It is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of NASD. Sponsor Directors and Executive Officers are listed below. Paul J. Gallagher, Director (1998 - present), is President of the Fidelity Service Company, Inc. Kevin J. Kelly, Director (1999 - now), is president of the Fidelity Investments Institutional Services Company, Inc. Edward L. McCartney, Director and President (1999 - now), is & lt;R>Executive Vice President of Fidel Personality Investments & R <R>Gail McGovern, Director (2000 - present) is the President of Fidelity.</R> Eric Roiter, Vice President and Clerk (1998 - present), is Senior Vice President and General Counsel of FMR. Jane Greene, Treasurer and Guard (1999 - now), is an employee of FMR Corp. & lt;R>Michael W. Kellogg, Executive Vice President (2000 - present) is the Executive Vice President of Fidelity&D;2 Jay Freedman, Assistant Clerk (1996 - present), is an employee of FMR Corp. & lt;R>J. Gregory Wass, Assistant Treasurer (2000 - present), is an employee of FMR Corp.</R> <R>Linda Capps Holland, Assistant Clerk & Officer Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps & lt;/R> Within the twelve months ended September 30, 2000, Sponsors officials received no compensation from sponsors for their services to sponsors. All Officers and Sponsor employees are now covered by brokerage blanket bonds in the amount of $100,000,000. Sponsors are affiliates of FMR, both of which are wholly-owned subsidiaries of FMR Corp. Sponsors are the main underwriters for other Fidelity funds whose shares are offered for sale to the public and are sponsors for other unit investment trusts for the collection of other Fidelity funds. FMR is an advisor to the funds in the fund fidelity family. Family members of Edward C. Johnson 3d are the primary holders of ordinary share classes representing approximately 49% of FMR Corp. voting power under the Investment Companies Act 1940 (Act 1940), company raid control is considered where an individual or group of individuals owns more than 25% of the company's voting shares; By family members & lt;/R>Johnson may be considered under Act 1940 to form a control group with respect to FMR Corp. Edward C. Johnson 3d is the Chairman, Chief Executive Officer and director of FMR Corp., and director, Chairman of the Board and Chairman of the Executive Committee of FMR. He is also a Trustee and President of fidelity mutual funds. Mr. Johnson's daughter, Abigail P. Johnson, is director of FMR Corp. and Vice President of certain Fidelity equity funds. Ms Johnson is also a member of the Fidelity Mutual Fund Advisory Board. ILLUSTRATION OF TWO HYPOTHETICAL DESTINY PLANS HYPOTHETICAL ILLUSTRATION OF $50 50 ASSESSMENT PLAN I: 0 Table below considers an initial investment of $<R>50.00</R> and subsequent investment of $>50<lt;/R> per month in Plan with income, dividends and capital gains distribution invested in additional shares. Illustration includes the effect of expenditure paid by Class O. No adjustments made for any income tax payable by investors on the distribution of capital gains and reinvested dividends. This table covers the period from October 1985 to September 2000, with all investments made at the end of each month. This period is one of the most widely variable ordinary share prices. The results shown are based on historical performance and should not be considered a representation of the investment decisions you will get if you start the New Plan today. Your plan does not guarantee profits or protect against losses. When you sell your stock, they may be worth more or less than you paid for them. &R>Investment No. Fiscal Year Ended Cumulative Investments Annual Sales Charges Annual Custodian Fees(B) Total Shares Annual Dividend Income Annual Capital Gains Distributions From Investment From Dividends From Capital Gains Total Value of Plan(C)</R> <R>1 - 12 Sept-86 $ 600.00 $ 300.00 $ 13.20 24.862 $ 5.45 $ 43.27 $ 248.48 $ 5.27 $ 41.86 $ 295.61</R> <R>13 - 24 Sept-87 1,200.00 34.32 13.20 72.687 15.37 131.48 877.36 21.57 180.48 1,079.40</R> <R>25 - 36 Sept-88 1,800.00 34.32 13.20 131.203 24.16 79.33 1,284.71 43.92 235.31 1,563.94</R> <R>37 - 48 Sept-89 2,400.00 34.32 13.20 182.472 44.78 91.07 2,217.31 104.75 387.66 2,709.71</R> <R>49 - 60 Sept-90 3,000.00 34.32 13.20 246.004 66.18 217.18 2,115.99 133.76 473.51 2,723.26</R> <R>61 - 72 Sept-91 3,600.00 34.32 13.20 298.256 92.02 119.91 3,617.00 283.15 794.41 4,694.55</R> <R>73 - 84 Sept-92 4,200.00 34.32 13.20 392.680 103.65 782.59 3,977.25 376.70 1,551.95 5,905.90</R> <R>85 - 96 Sept-93 4,800.00 34.32 13.20 480.727 118.00 735.66 5,030.56 549.29 2,525.20 8,105.06</R> <R>97 - 106 Sept-94 5,400.00 34.32 13.20 546.342 53.46 505.45 5,843.02 634.01 3,193.23 9,670.25</R> <R>109 - 120 Sept-95 6,000.00 34.32 13.20 690.532 187.52 1.395.35 6,819.91 920.00 5,228.28 12,968.19</R> <R>121 - 132 Sept-96 6,600.00 34.32 13.20 766.149 298.99 563.22 7,994.60 1.332.95 6,309.54 15,637.09</R> <R>133 - 144 Sept-97 7,200.00 34.32 13.20 875.149 346.65 1,332.69 10,449.57 2,073.08 9,426.09 21,948.74</R> <R>145 - 156 Sept-98 7,800.00 34.32 13.20 993.266 413.05 1,784.03 10,783.19 2,475.69 11,155.59 24,414.47</R> <R>157 - 168 Sept-99 8,400.00 34.32 13.20 1115.182 418.59 2,162.71 12,180.48 3,110.64 14,305.80 29,596.92</R> <R>169 - 180 Sept-00 9,000.00 34.32 13.20 1320.658 492.15 3,847.70 3,044.72 15,469.39 29,173.34</R> <R> $ 9,000.00 $ 780.48 $ 198.00 $ 2,680.02 $ 13,791.65 TOTAL $ 29,173.34</R> NOTES: <R></R> (A) Under the terms of this Plan, out of the initial investment of $50, $25 is deducted as a sales charge from the initial investment and from each of the next 11 investments for an annual charge of of The additional deduction is $1.10 for The Guardian Fee from each investment with an annual charge of $13.20. The deduction from the first 12 investments is therefore a total of $313.20 or 52.20% of the first 12 monthly investments. If all 15-year investments are made, total sales charges and custodian fees amount to 10.87% of the agreed investment amount. (B) Exclusive service charges, payable in advance of dividends and distributions and then, if necessary, against the principal, to cover certain administrative expenses incurred. The amount of such charges will be determined annually by promising each administrative cost of the Plan on the total number of plan accounts. In general, or fiscal year ending 30 September 2000, the charges are $<R>3.58</R> for Destiny Plan I: O and $<R>4.42<R> for Assessment Plan II: O each Plan account. See Guardian Fees and Other Service Charges on pages <R>6</R>. &R>(C)</R> Total Value is determined by reference to Assessment I: NAB end of fiscal year O. ILLUSTRATION OF MONTHLY ASSESSMENT PLAN OF $166.66 PER MONTH I: 0 Table below considers an initial investment of $166.66 and subsequent investment of $166.66 per month in Plan with income, dividends and capital gains distribution reinvested in additional shares. Illustration includes the effect of expenditure paid by Class O. No adjustments made for any income tax payable by investors on the distribution of capital gains and reinvested dividends. The schedule covers the period from October 198<R>5<R> until September & lt;R>2000,</R>with all investments made at the end of each month. This period is one of the most widely variable ordinary share prices. The results shown are based on historical performance and should not be considered a representation of the investment decisions you will get if you start the New Plan today. Your plan does not guarantee profits or protect against losses. When you sell your stock, they may be worth more or less than you paid for them. <R> CUMULATIVE DEDUCTIONS(a) CUMULATIVE TOTAL VALUE OF SHARES<R>Investment No. Fiscal Year Ended Cumulative Investments Annual Sales Charges Annual Custodian Fees(B) Total Shares Annual Dividend Income Annual Capital Gain Distributions From Investment From Dividends From Capital Gains Total Value of Plan(C)</R> <R>1 - 12 Sept-86 $ 1,999.92 $ 999.96 $ 18.00 85.123 $ 18.66 $ 148.14 $ 850.75 $ 18.06 $ 143.31 $ 1,102.12</R> <R>13 - 24 Sept-87 3,999.84 75.96 18.00 250.003 52.84 452.09 3,018.66 74.07 619.80 3,712.54</R> <R>25 - 36 Sept-88 5,999.76 75.96 18.00 451.790 83.16 273.01 4,425.55 151.03 808.76 5,385.34</R> <R>37 - 48 Sept-89 7,999.68 75.96 18.00 628.608 154.23 313.71 7,641.26 360.48 1,333.09 9,334.83</R> - 60 Sept-90 9,999.60 75.96 18.00 847.685 228.01 748.29 7,293.80 460.54 1,629.54 9,383.87</R> <R>61 - 72 Sept-91 11,999.52 75.96 18.00 1027.899 317.13 413.23 12,469.47 975.21 2,734.45 16,179.13</R> <R>73 - 84 Sept-92 13,999.44 75.96 18.00 1353.449 357.25 2,697.28 13,712.64 1,297.66 5,345.58 </R> </R> <R>85 - 96 Sept-93 15,999.36 75.96 18.00 1657.036 406.73 2,535.71 17,345.42 1,892.47 8,699.75 27.937.63</R> <R>97 - 108 Sept-94 17,999.28 75.96 18.00 1883.299 184.28 1,742.28 20,147.78 2,184.44 11,002.18 33,334.39</R> <R>109 - 120 Sept-95 19,999.20 75.96 18.00 2380.431 646.60 4,809.96 23.517.32 3,170.21 18,016.97 44,704.49</R> <R>121 - 132 Sept-96 21,999.12 75.96 18.00 2641.173 1,030.70 1,941.55 27,568.91 4,593.65 21,743.79 53,906.35</R> <R>133 - 144 Sept-97 23,999.04 75.96 18.00 3016.998 1,195.04 4,594.25 36,035.58 7,144.79 32,485.93 75,666.31</R> <R>145 - 156 Sept-98 25,998.96 75.96 18.00 3424.248 1,423.96 6,150.29 37,186.80 8,532.78 38,448.44 84,168.03</R> <R>157 - 168 Sept-99 27,998.88 75.96 18.00 3844.598 1,443.08 7,455.89 42,006.12 10,721.62 49,307.89 102,035.64</R> <R>169 - 180 Sept-00 29,998.80 75.96 18.00 4553.037 1,696.69 13,265.02 36,760.51 10,494.74 53,321.35 100,576.60</R> <R> $ 29,998.80 $ 2,063.40 $ 270.00 $ 9,238.16 $ 47,540.71 TOTALS $100,576.60</R> NOTES: (A) Under the terms of this Plan, out of the initial investment of $166.66 , $83.33 is deducted as sales charges from initial investments and from each of the next 11 investments for the $999.96 annual charge. The additional deduction is $1.50 for the Guardian Fee from each investment with an annual charge of $18. The deduction from the first 12 investments is therefore a total of $1,017.96 or 50.90% of the first 12 monthly investments. If all 15-year investments are made, total sales charges and custodian fees amount to 7.78% of the agreed investment amount. (B) Exclusive service charges, payable in advance of dividends and distributions and then, if necessary, against the principal, to cover certain administrative expenses incurred. The amount of such charges will be determined annually by promising each administrative cost of the Plan on the total number of plan accounts. In general, or fiscal year ends September 30 & lt;R>2000</R>charges are $&R>3.58</R> for Assessment Plan I: O and $<R>4.42<R> See Guardian Fees and Other Service Charges on pages <R>6</R>. (C) Total Value is determined by reference to Destiny I: GLYSARY Plan end of fiscal year & R>O:</R> Plan A This plan is completed once the Plan is invested. <R>Contract Plan:&R> A type of capital raising plan where investors make a strong commitment to invest certain sums of money in the fund within the stipulated time frame. <R>Current Plan:&R> Plan where there are at least a lot of investments recorded as there have been months gone by since the establishment of the plan. The Completed Plan that has not been redeemed is the Current Plan. A tax-beneficial retirement plan is the Current Plan. <R>Average Cost The system buys a fixed amount of dollar securities at regular intervals, regardless of the share price. This method can result in lower average costs than the average price at which securities are bought because investments of fixed dollar volume buy more shares when the share price is low and less stock when the share price is high. &R>Face Amount:</R> Total investment dollars required to complete a specific plan. For example, $300 a month, the 15-year plan will have a Face Total of $54,000. &R>Facial Changes:</R> Increase or decrease the amount of dollars needed to complete a specific plan known as Facial Change. &R>Mutual Funds:</R> An investment company that raises capital from shareholders and invests in stocks, bonds, options, or other securities. Mutual funds offer investors the advantages of diversity and professional management. &R>Collection Rights:</R> Right to reduce Creation and Sales Charges paid on two or more Plans based on the total Face Amount of the Plan. <R>Systematic Investment Plan or Periodic Payment Plan:</R> An investment programme where investors invest a sum of money specified in the fund at regular intervals. Contract Plan is a systematic type of investment plan. &R>Investment Trust Unit Trust (UIT):</R> An investment company with its own securities portfolio where it invests. It sells stakes in this portfolio in the form of redeemable securities. Investment trust units are organized under the investment indent of the trust, not the corporate charter. INDEPENDENT ACCOUNTANTS REPORT TO Directors of Loyalty and Investor Corporation under fidelity Systematic Investment Plan: Destiny Plan I: O and Destiny Plan II: O: In our opinion, accommoded assets and liabilities statement and relevant operating statements and changes in net assets invested in Fidelity Systematic Investment Plan shares: Destiny Plan I: O and Destiny Plan II: O (formerly known as Assessment Plan I: Origin and Destiny Plan II: Origin) (Plan) present fairly, financial position of the Plan on 30 September & lt;R>2000,</R>and their operating results and changes in their net assets for every three years during the period ended, in accordance with the accounting principles & r>generally accepted in the United States.</R> These financial statements are the management responsibility of the Plan; our responsibility is to express an opinion on these financial statements based on our audit. We have conducted an audit of these financial statements in accordance with auditing standards & R>generally accepted in the United States & lt;/R> which requires us to plan and perform the audit to obtain reasonable assurance whether the financial statements are free of significant misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the management, and evaluate the overall presentation of the financial statements. We believe that our audit includes verification on <R>September 30, 2000 by correspondence with the custodian,</R>provides a reasonable basis for the opinions stated above. <R>Boston, Massachusetts PricewaterhouseCoopers LLP November 10, 2000</R> Pelan Pelaburan Sistematik Kesetiaan: Pelan Takdir I: O Penyata <R>Kewangan Aset dan Liabiliti September 30, 2000</R> <R>Aset: Sekuriti syarikat pelaburan: 265,034,520 saham Kelas O Takdir yang saya pegang untuk pelabur, bernilai $ 22.09 sesaham (Nota 1) (kos purata $ 4,785,522,711) Penghutang tunai untuk Kelas O Takdir saya saham dijual Jumlah aset $ 5,854,612,542 193,802 1,483,581</R> $ 5,856,189,925 Liabiliti: Perlu dibayar untuk Kelas O Takdir saya saham yang dibeli <R>Dibayar kepada pemegang pelan untuk Kelas O Takdir saya saham dijual Dibayar kepada penjaga, penaja dan broker / peniaga (Nota 3) Jumlah liabiliti Aset Bersih (Nota 2) (bersamaan dengan $ 22.09 sesaham) $ 186,681 1,367,984 1,195,197 2,749,862 $ 5,853,440,063</R> Penyata Operasi <R> Tahun Berakhir September 30 , 2000 Tahun Berakhir September 30, 1999 Tahun Berakhir September 30 , 1998</R> <R>Investment Income: Distributions received on Class O shares of Destiny I from net investment income $ 109,897,088 $ 100,935,850 $ 106,844,269</R> <R>Expenses (Note 3): Custodian Fees Administrative expenses Net expenses Net investment income 904,522 333,355 1,237,877 108,659,211 419,223 547,484 966,707 99,969,143 415,994 571,646 987,640 105,856,629</R> <R>Realized and Unrealized Gain on Investments: Complete and partial liquidations, including Destiny I Class O shares delivered to investors at market value: Proceeds received Cost of Destiny I: O shares Net realized gain on Plan liquidations Net (decrease)/increase in unrealized appreciation Net realized and unrealized gain/(loss) on Plan shares Distributions received on Class O shares of Destiny I from net realized gains on investments Net (decrease)/increase in net assets resulting from operations 718,164,332 (544,318,468) 173,845,864 (1,326,549,655) (1,152,703,791) 859,195,416 $ (184,849,164) 544,570,378 (336,813,670) 207,756,708 306,798,073 514,554,781 521,501,893 $ 1,136,025,817 391,959,152 (243,294,998) 148,664,154 (210,974,989) (6 2,310,835) 461,476,309 $505,022,103</R> The accompanying notes are an integral part of the financial statements. Destiny Plans I: O - Financial Statements - continued Statements of Changes in Net Assets Invested in Shares of Destiny I: O <R> Year Ended September 30, 2000 Year Ended September 30, 1999 Year Ended September 30, 1998</R> <R> Amount Shares Amount Shares Amount Shares</R> <R>Net assets at beginning of period $6,674,702,813 251,530,492 $5,939,254,712 241,669,303 $5,726,389,970 228,364,289</R> <R>Additions during period: From investor payments Less: Creation and Sales Charges (Note 3) Custodian Fees and insurance premiums (Note 3) (3,603,489) (701,096) 222,473,581 (6,254,370) (762,897) 164,550,079 (5,911,794) (816,861) </R> <R>Balance invested in Destiny I Class O shares </R> </R> 8,600,206 215,456,314 8,211,289 157,821,424 6,409,698 <R>Net investment income and net realized gains on investments Less: Cash distributions to investors 967,854,627 (126,414,318) 621,471,036 (71,463,652) 567,332,938 (58,019,633)</R> <R>Balance reinvested in Destiny I: Class O shares 841,440,309 35,276,461 550,007,384 21,659,985 509,313,305 22,269,509</R> <R>Net realized gain on Plan liquidations 173,845,864 207,756,708 148,664,154</R> <R>Net increase/(decrease) in unrealized appreciation (1,326,549,655) 306,798,073 (210,974,989)</R> <R>Total 6,571,604,395 295,407,159 7,219,273,191 271,540,577 6,331,213,864 257,043,496</R> <R>Deductions during period: Redemptions and cancellations of Destiny I Class O shares (718,164,332) (30,372,639) (544,570,378) (20,010,085) (391,959,152) (15,374,193)</R> <R>Net assets at end of period $ 5,853,440,063 265,034,520 $ 6,674,702,813 251,530,492 $ 5,939,254,712 241,669,303</R> The accompanying notes are an integral part of the financial statements. Pelan Pelaburan Sistematik Kesetiaan: Pelan Takdir II: O Penyata <R>Kewangan Aset dan Liabiliti September 30, 2000</R> Aset: Sekuriti syarikat <R>pelaburan: 378,243,753 Saham Kelas O Takdir Pelan II yang dipegang untuk pelabur, bernilai $ 16.13 sesaham (Nota 1) (kos purata $ 4,536,278,091) Tunai Belum Terima untuk saham Kelas O Takdir II dijual Lain-lain penghutang Jumlah aset $ 6,101,071,743 394,115 1,362,699 24,078 $ 6,102,852,635</R> Liabiliti: Dibayar untuk saham Kelas O Takdir II yang dibeli Dibayar kepada pemegang pelan untuk saham Kelas O Takdir II yang dijual Perlu dibayar <R>kepada penjaga, penaja dan broker / peniaga (Nota 3) Jumlah liabiliti Aset Bersih (Nota 2) (bersamaan dengan $ 16.12 sesaham) $ 338,531 1,349,419 3,151,483 4,839,433 $ 6,098,013,202</R> Penyata Operasi <R>Tahun Berakhir September 30 , 2000 Tahun Berakhir 30 September , 1999 Year Ended September 30, 1998</R> <R>Investment Income: Distributions received on Class O shares of Destiny II from net investment income $ 38,214,287 $ 33,280,350 $ 61,646,651</R> <R>Expenses (Note 3): Custodian Fees Administrative expenses Net expenses Net investment income 2,207,935 1,135,136 3,343,071 34,871,216 561,429 1,395,440 1,956,869 31,323,481 526,319 1,359,835 1,886,154 59,760,497</R> <R>Realized and Unrealized Gain on Investments: Complete and partial liquidations, including Destiny II Class O shares delivered to investors at market value: Proceeds received Cost of Destiny II Class O shares Net realized gain on Plan liquidations Net (decrease)/increase in unrealized appreciation Net realized and unrealized gain/(loss) on Plan shares Distributions received on Class O shares of Destiny II from net realized gains on investments Net increase in net assets resulting from operations 711,146,106 (526,563,148) 184,582,958 317,570,379 502,153,337 496,785,733 1,033,810,286 528,761,506 (386,500,309) 142,261,197 151,877,219 294,138,416 84 3,102,207 $1,168,564,104 357,872,401 (236,739,289)</R> (236,739,289)</R> (188,590,035) (67,456,923) 239,189,005 $231,492,579 The accomplished notes are part of the financial statements. Destiny Plans II: O - Financial Statements - continued Statements of Changes in Net Assets Invested in Shares of Destiny II: O <R>Year Ended September 30, 2000 Year Ended September 30, 1999 Year Ended September 30, 1998</R> <R>Amount Shares Amount Shares Amount Shares</R> <R>Net assets at beginning of period $ 5,092,951,550 345,175,861 $ 3,862,022,604 274,615,300 $ 3,505,991,367 243,583,375</R> <R>Additions during period: From investor payments Less: Creation and Sales Charges (Note 3) Custodian Fees (Note 3) 718,582,813 (15,738,638) (2,124,282) 640,587,042 (26,000,366) (2,188,437) 516,456,857 (27,033,563) (2,160,566)</R> <R>Balance invested in Destiny II Class O shares 700,719,893 44,530,961 612,398,239 41,352,317 487,262,728 32,903,678</R> <R>Net investment income and net realized gains on investments Less : Cash distributions to investors 531,656,949 (18,322,421) 874,546,651 (21,392,854) 298,949,502 (4,851,669)</R> <R>Balance reinvested in Destiny II: Class O shares 513,334,528 33,521,100 853,153,797 64,731,048 294,097,833 22,061,716</R> <R>Net realized gain on Plan liquidations 184,582,958 142,261,197 121,133,112</R> <R>Net increase/(decrease) in unrealized appreciation Total 317,570,379 6,809,159,308 423,227,922 151,877,219 5,621,713,056 380,698,665 (188,590,035) 4,219,895,005 298,548,769</R> <R>Deductions during period : Penebusan dan pembatalan saham Takdir II Kelas O (711,146,106) (44,984,169) (528,761,506) (35,522,804) (357,872,401) (23,933,469)</R> <R>Aset bersih pada akhir tempoh $ 6,098,013,202 378,243,753 $ 5,092,951,550 345,175,861 $ 3,862,022,604 274,615,300</R> Nota yang disertakan adalah sebahagian daripada penyata kewangan. Notes to the Financial Statements 1. Important Accounting Policies: Plans are unit trust investments registered under the Investment Companies Act 1940, as amended, with the Securities and Exchange Commission, investing only in the shares of Fidelity's Destiny Portfolio: Destiny I and Destiny II (Fund). Destiny Plan I: O is for the accumulation of Class O Of Fidelity Destiny Portfolio shares: Destiny I; Destiny Plan II: O is for Class O share collection of Fidelity Destiny Portfolio: & lt;R>Destiny II. Destiny Plan I: O and Destiny Plan II:O</R> was closed to new investors on 15 December 1999. The financial statements have been prepared in accordance with generally accepted accounting principles of investment unit trusts that allow management to make certain estimates and assumptions as at the date of the financial statements. The following summarizes the significant accounting policies of the Plan: Safety Assessment. Investment in Fidelity Destiny Portfolio shares: Destiny I and Destiny II are assessed at each bid market price of the fund equivalent to the net assets per share per Fund at the end of the period. Federal Federation Tax. No provision is made for federal income taxes. All income dividends and capital gains distribution received by investors are considered to be received directly from the Underlying Fund. The Planholder will not be aware of any profit or loss during withdrawal from the Plan when transferring to the account for direct ownership of the preacher's Fund shares. Any liquidation by the fund holder will be deemed to be as if the climbing Fund shares were sold. Transaction Date. Share transactions are recorded at the date of trading. Dividend income and capital gains distribution are recorded at the date of the former dividend. Cost. Investment method in shares per Fund is based on average cost, which represents the amount available for investment (including the distribution of reinvested net investment income and realised profit) in the shares less sales charges, custodian fees, and insurance fees, if applicable. 2. Plan Assets Destiny Plans I: O assets consisted of the following at September 30, <R>2000</R>: <R> Systematic Investment Plans Systematic Investment Plans with Insurance Total of All Plans</R> <R>Payments received from investors on outstanding Plans Deduct: Creation and Sales Charges Custodian Fees Insurance premiums Total deductions Net payments invested in Class O shares of Destiny I Add: Distributions from net investment income reinvested Distributions from realized gains reinvested Unrealized appreciation in Destiny I Class O shares held at September 30, 2000 Deduct: Fees payable Net assets $ 1,608,756,443 70,531,483 10,328,118 -- 80,859,601 1,527,896,842 435,437,819 2,815,183,392 1,067,424,583 (1,193,335) $ 5,844,749,301 $ 737,500 39,077 7,915 21,815 68,807 668,693 1,011,553 5,347,130 1,665,248 (1,862) $ 8,690,762 $ 1,609,493,943 70,570,560 10,336,033 21,815 80,928,408 1,528,565,535 436,449,372 2,820,530,522 1,069,089,831 (1,195,197) $ 5,853,440,063</R> Notes to Financial Statements - continued 2. Asset Plan - Continuous Destiny Plan II: O assets comprise the following on 30 September, 2000: & lt;R> Systematic Investment Plan & lt;/R> Payments received from investors on Outstanding Plan Deductions: Creation and Sales Charges Guardian Fees Total net payments invested in Class O Destiny II shares Add: Distribution from net investment income reinvested Distribution from profits & lt;R>realised reinvested as an unrealised appreciation in Destiny II Class Shares Deduction 2000: Fees payable Net Assets $2,890,639,497 191,389,910 15,647,062 207,036,972 2,683,602,525 159,461,758 1,693,306,750 1,564,793,652 (3,151,483) $6,098,013,202<R> 3. Expenditure and Deductions: Loyalty Distributor Corporation, wholly-owned subsidiary of FMR Corp. and sponsor of investment plan Fidelity, receiving Creation and Sales Charges from investments into the Plan. Some of these sales charges & lt;R>have been realised & lt;/R> to financial intermediaries. Fidelity Distributor Corporation maintains approximately & lt;R>$634,000, </R> & lt;/R> and $1,152,000 as the Creation and Sales Charges section of the Destiny Plan I: O in the years ended September 30 & R>2000, 1999, and 1998</R>,<R> $2,350,000, $3,636,000, and $2,126,000<R> on sale of Assessment Plan II: O during the year ended 30 September & lt;R>2000, 1999, and 1998</R>, respectively & lt;R>Under the terms of investment of the Guardian Agreement into the Plan is charged a certain fee based on the amount, nature and date of accounts established. In addition, the Guardian deducts annual service charges from dividends and distributions, and if necessary, from the principal as reimbursement for administrative expenses. Plan holders may also be charged additionally for certain services provided by the Guardian.</R> INDEPENDENT ACCOUNTANTS REPORT TO the Board and Shareholders of The Loyalty Distributor Corporation (Wholly-Owned Subsidiary of FMR Corp.): In our opinion, The acquittal statement of financial circumstances presents fairly, in all important aspects, the financial position of the Corporation & lt;R>Distributors<R>Fidelity on 31 December & lt;R>1999</R>, in accordance with applicable accounting principles generally accepted in the United States. These financial statements are the company's management responsibilities; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of this statement in accordance with the auditing standards received & lt;R>generally in the United States</R> which requires us to plan and perform the audit to obtain reasonable assurance whether the financial statements are free of significant misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for the opinions set out above. PricewaterhouseCoopers LLP & lt;R>January 25, 2000</R> FIDELITY DISTRIBUTOR CORPORATION (FMR Corp.) Wholly-owned subsidiary of FMR Corp.) STATEMENT OF FINANCIAL CIRCUMSTANCES 31 December 1999 (Dollars in thousands<R>,</R>except for share amount) ASSETS & lt;R>Debtors:</R> & lt;R>Brokers, traders and clients $46,550</R> & <R>Mutual Funds 68,265</R> Investments, on the market (cost $19,798) 19,881 Property and equipment, netting 4,009 Deferred connectivity, on the market & R>(cost $19,798) 19,881</R> Property and &r>equipment, net 4,009</R> Net Dealers & R>254,225</R> Other Assets & R>330</R> Total Assets $<R;R>393,260</R> LIABILITY Payable to broker/trader $<R>33,677</R> Payable to mutual funds <R>46,353</R> Total Liabilities shareholders' equity shares <R>SHARES, 5% non cumulative, $100 par value; 5,000 shares allowed; published and unexplained 4,750</R> shares <R>Ordinary, $1 par value; 1,000,000 shares; published and unexplained 1,061</R> shares 1 Additional paid capital <R>132,292</R> Revenue <R>strongest</R> <R>strongest</R> & lt;R> 349,159</R> <R> Minus: Net receivables from FMR Corp. (35,929)</R> Total Shareholders' Equity & R> Shares of 313,230</R> Total Liabilities and Shareholder Equity $ & R> 393,260</R> Accomplished notes are part of this financial statement. FIDELITY DISTRIBUTORS CORPORATION (FMR Corp.) Wholly-owned subsidiary of FMR Corp.) NOTE TO FINANCIAL STATEMENTS A. Principal Business Activities: Fidelity Distributors Corporation (Company) is a broker/registered dealer under the Securities Exchange Act 1934. The Parents of the Company are FMR Corp. The Company is the principal underwriter and distributor of mutual funds under an agreement with an affiliate-managed fund and is a sponsor of the Fidelity Destiny Plan. Fidelity Distributor Corporation distribution provides mutual fund transfer agent services and other administrative services on behalf of affiliated companies. B. Summary of Significant Accounting Policies: The adoption of Estimates of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions affecting the total assets and liabilities reported and the disclosure of contingent assets and liabilities as at 31 December 199<R>lt;9</R>. Actual results may differ from the estimates included in the financial statements. Fair Value of Investment Financial Instruments comprises shares held in Fidelity's mutual funds and are stated at market value. Net receivables from FMR Corp., debtors and creditors from brokers, traders, and clients, and receivables and creditors from mutual funds are carried at an estimated fair value. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using a straight line method based on the estimated useful life as follows: computer equipment, three years; and furniture and equipment, five to ten years. Zero renewals and virtues considered prolonging the useful life of the asset are capitalised. Deferred distributor Concessions traders delayed $254,225,000 net of accumulated amortisation of $86,981,000 as at 31

December 1999. The deferred charge represents a sales commission paid to a financial intermediary in relation to the sale of certain joint fund shares that pay the asset-based trailer fee and is subject to contingent deferred sales charges. The charges are adorned within five years and are borne by an affiliate. Income Tax The Company is included in the return on certain federal and state income taxes consolidated by FMR Corp. Income tax deferred due to differences in recognition of revenue and expenses for tax and financial reporting purposes. Deferred tax assets of the Company as at 31 December 199<R>9<R> approximately $9,998,000 and included in Receivables from FMR Corp. The main source of temporary differences related to compensation is threatened, pension and C. Transactions with FMR Corp. and Affiliated Companies: The company is a party to several arrangements with affiliated companies. Under this arrangement, the Company has charged these affiliates for shareholder services, marketing and distribution expenses and other administrative services and has been charged for promotional expenses, system processing and development and occupancy expenditure. In addition, certain direct and indirect expenses incurred in connection with the underwriting and distribution of Fidelity joint fund shares are borne by the affiliated company. The Company participates in the FMR Corp.'s noncontributory benefits pension plan covering all its eligible employees. The Company also participates in a share plan and retirement contributions defined by FMR Corp.which covers all employees. Annual contributions to profit and retirement sharing plans are based on either the percentage of workers' compensation or eligible employee contributions. The Company participates in various FMR Corp. Compensation share-based compensation plans based on changes in the Net Asset Value of FMR Corp. shares as defined. FIDELITY DISTRIBUTORS CORPORATION (FMR Corp.) Wholly-owned subsidiary of FMR Corp.) NOTE TO FINANCIAL STATEMENTS (continued) C. Transactions with FMR Corp. and Affiliated Companies, continuously: All inter-company transactions with FMR Corp. and affiliated companies are charged or credited through inter-company accounts and FMR Corp. and may not be the same as otherwise existed or resulting from agreements and transactions among unverified third parties. The Company generally accepts credit for the accumulation of its receivables and is charged for settlement of its liabilities through an inter-company account and FMR Corp. Under an agreement with FMR Corp., the Company may offset liability ultimately to be resolved by FMR Corp. on behalf of the Company against its receivables from FMR Corp. In accordance with the agreement, a certain liability of approximately $40,593,000 has been offset against debtors from FMR Corp. D. : Property and Equipment, at a cost, comprises the following as of December 31, 1999 (in thousands): Equipment $18,570 Furniture and fixtures 1,353 19,923 Less: accumulated depreciation of 15,914 $4,009 E. Net Capital Requirements: Accumulated Net Capital Requirements: Accumulated Net Capital Requirement 15,914 $4,009 E. Net Capital Requirements: Accumulated Net Capital Requirements: Accumulated Net Capital Requirements 15,914 $4,009 E. Net Capital Requirements: Accumulated Net Capital Requirements: Accumulated Net Capital Requirements : Accumulated Net Capital Requirements 15,914 $4,009 E. Net Capital Requirements: Accumulated Net Capital Requirements: Accumulated Net Capital Requirements 15,914 $4,009 E. Net Capital Requirements: Accumulated Net Capital Requirements: Net Capital Requirements Companies subject to Net Capital Regulations and Exchange (Rule 15c3-1), which requires minimum net capital maintenance and requires an aggregate ratio to net capital, both as defined, should not exceed 15 to 1. As at 31 December 1999, the Company had a net capital of $18,304,000 which exceeded the required net capital of $34,000. In addition, the aggregate ratio of aggregate to net capital as at 31 December 199<R>9</R> is 0.03 to 1. As with security of all mutual funds, these securities have not been approved or not approved by Securities and Exchange and the Securities and Exchange Commission did not determine whether the prospectus was accurate or complete. Any opposite delegate is a criminal offence. Loyalty? Destiny Portfolio Destiny I - Class O (Fund 006, CUSIP 316127109) Destiny II - Class O (Fund 306, CUSIP 316127208) Class O shares per fund is only available to the public through the Fidelity Systematic Investment Plan: Destiny Plan I: O and Assessment Plan II: O (Destiny Plan or Destiny Plan), an investment trust unit. Details of the Destiny Plan, including Creation and Sales Charges and Guardian Fees, are discussed in the prospectus for the Destiny Plan. Prospective investors should read this prospectus in conjunction with the prospectus of the Destiny Plan. Prospectus & lt;R>November 29, 200</R>0 (fidelity_logo_graphic) 82 Devonshire Street, Boston, Ma 02109 Content F-3 Investment Summary Investment Summary F-3 Performance F-5 Basic Schedule Fund Fee F-6 Investment Details F-7 Stock Valuation Shareholder Information F-8 Buying and Selling Shares F-10 Stock Exchange Features and F-10 F Account Policy -11 Dividends and Capital Gains Distribution F-12 Tax As a result of Service F-13 Fund Management F-14 Fund Appendix F-15 Financial Highlights F17 Additional Performance Performance Performance Prospectus Investment Summary of Investments I seek capital growth. Fidelity Management's Main Investment Strategy & Research Company (FMR) major investment strategies include: Typically investing primarily in ordinary shares. <R>I</R>nvesting in domestic and foreign manufacturers. Invest in growth stocks or value stocks or both. Using the fundamental analysis of each issuer's financial situation and industry position as well as market and economic conditions to choose investment. Principal Investment Risk The Fund is subject to the following key investment risks: Stock Market Volatility. The stock market is volatile and can decline significantly in response to bad issuers, politics, regulations, markets<R>, & lt;/R>or economic developments. Different market share can react differently to these developments. Foreign Disclosure. Foreign markets can be more volatile than the U.S. market because of the increased risk of bad issuers, politics, regulation,&R>markets,</R> or economic developments and can implement differently from the U.S. market. Special Changes Publisher. The value of an individual's safety or a certain type of security can be more volatile than the market as a whole and can do differently from the overall market value. &R>Investment</R>in non-bank deposit funds and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your fund shares, they can be worth more or less than you paid for them. Destiny Investment Objectives II seeks Capital. FMR Key Investment Strategy strategies include: Usually invest primarily in ordinary shares. <R>I</R>nvesting in domestic and foreign manufacturers. Invest in growth stocks or value stocks or both. Using the fundamental analysis of each issuer's financial situation and industry position as well as market and economic conditions to choose investment. Principal Investment Risk The Fund is subject to the following key investment risks: Stock Market Volatility. The stock market is volatile and can decline significantly in response to bad issuers, politics, regulations, markets&R>,</R> or economic developments. Different market share can react differently to these developments. Foreign Disclosure. Foreign markets can be more volatile than the U.S. market because of the increased risk of bad issuers, politics, regulation,&R>markets, & &R>or economic developments and can implement differently from the U.S. market & lt;R>Publisher Specific Changes. The value of an individual's safety or a certain type of security can be more volatile than the market as a whole and can do differently from the overall market value. </R> Investments in such funds are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. When you sell your fund shares, they can be worth more or less than you paid for them. The following Information Performance reflects changes in the performance of each fund year year and compares class O performance to market index performance and similar average fund performance over various time frames and also reflects the performance of the Destiny Plan. Returns for each fund exclude the effects of Creation of Assessment Plans and Sales Charges and Guardian Fees. The returns for each fund will be lower if the effects of the Creation of Assessment Plan and Sales Charges and Guardian Fees & R>included.</R> Returns for Destiny Plan including the effects of Creation of Assessment Plan and Sales Charges and Custodian Fees. Returns are based on past results and not indicators of future performance. Summary of Prospectus Fund - Return of Year After Year Continuous Destiny I - Class O Calendar Year & R>1990 1991 1992 1993 1994 1995 1996 1997 1998 1999</R> -3.15% 38.92% 15.15% 26.42% 4.43% 36.95% 18.55% 30.92% 25.63% 4.96% During the period & lt;R><R> shown in the chart for Class O destiny I, The highest return for the quarter was 21.23% (quarter ended March 31, 1991) and the lowest return for the quarter was -18.64% (quarter ended 30 September 1990). The returns as at 30 September<R>2000 </R>for My Destiny Class are & R>-9.21</R>%. Destiny II - Class O Calendar Year & lt;R>1990 1991 1992 1993 1994 1995 1996 1997 1998 1999</R> -2.52% 41.42% 15.42%. 48% 26.81% 4.48% 35.96% 17.86% 29.64% 28.11% 25.40% During the period shown in the O of Destiny II class chart, the highest return for the quarter was 25.56% (quarter ended 31, 1998) and the lowest return for the quarter was -20.41% (quarter ended 30 September 1990). Pulangan setakat 30 September<R>2000 </R>untuk Kelas O Takdir II adalah <R>-0.68%.</R> <R>Average Annual Returns - Funds</R> <R>For the periods ended December 31, 1999 Past 1 year Past 5 years Past 10 years</R> Destiny I - Class O 4.96% 22.89% 19.08% <R>S&P 500? 21.04% 28.56% 18.21%</R> Lipper Growth Funds Average 29.27% 25.04% 16.52% Destiny II - Class O 25.40% 27.26% 21.55% <R>S&P 500? 21.04% 28.56% 18.21%</R> Lipper Growth Funds Average 29.27% 25.04% 16.52% Average Annual Returns - Plans The returns in the following table include the effect of the Destiny Plan Creation and Sales Charges and Custodian Fees for a $50/month , 15 years Destiny Plan. The Returns assume an initial investment of $600 at the beginning of each period indicated, without the subsequent assessment of the Destiny Plan investment that year. Because the returns assume an investment at once annually, they do not reflect what investors will get if they only make regular monthly investments during the period. Summary of Prospectus Fund - continuous for the period ended & lt;R>31 December 1999 Last year 5 years 10 years Ago 15 years / Plan & lt;/R> <R>Destiny Plan I: O -49.83% 18.83% 18.946% 17.52% 18.29%</R> &R>Destiny Plan II: O -40.06% 22.67% 19.96% 22.36%A</R> &R>Starting December 30th, 1985 (commencement of operations).<R> Index <R>SM> Standard && Standard Poor 500 (S&y; P 500?) is a capitalisation-weighted index of the ordinary stock market. The Average Lipper Fund reflects performance (excluding sales charges) of funds along with the same objectives. The following Table of Fees table describes the fees and expenses incurred when you buy, hold, or sell Class O shares funds but do not reflect the Destiny of The Creation Plan and Sales Charges and Guardian Fees. The annual class operating expenses provided below for Class O do not reflect the effect of any reduction in certain expenses during the period. Shareholders' fees (paid by investors directly) Sales Charges Class O (burden) on purchase and redistribution There is no deferred sales charge (burden) on redemption of Unpaid annual class operating expenses (paid from class assets) & R>Class O<R>Destiny I Management Fee 0.25% Distribution >R> and Services (12b-1) No Fees <R>other expenses.02%</R> Total class operating expenses <R>annual 0.27%<R> <R>Destiny II Management Fee 0.55% Distribution <R> and Services (12b-1) No other Expenditure Fees <R>0.03%</R> Total class operating expenses <R>annual 0.58%</R> Part of the brokerage commission paid & lt;R>funds used to reduce the fund's spending. In addition, through with each carer's agent and fund transfer, the realised credit as a result of uninvested cash balance is used to reduce the expenses of the guardian and transfer agents. Including this reduction, total Class O operating expenses will be 0.25% for Destiny I and 0.56% for Destiny II.</R> II.</R> for example helps you compare the cost of investing in funds at the cost of investing in other mutual funds. Let's say, hypothetically, that Class O's annual return is 5% and your shareholder fees and Class O's annual operating expenses are as described in the fee table. This example reflects the effects of fees and expenses, but is not intended to recommend actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invest, here's how much you'll pay in total expenses if you close an account &R>you're at the end of each period</R> time shown: Class O & lt;R>My destiny 1 year $28</R> & lt;R> 3 years $87</R> & lt;R> 5 years $152</R> & 10 years $343</R> & lt;R>Destiny II 1 year $59</R> & lt;R> 3 years $186</R> & lt;R> 5 years $324</R> & lt;R> 10 years $726</R> Prospectus Basic Investment Fund Destiny Investment Objectives I seek capital growth. Key Investment Strategy & lt;R>FMR typically invests fund assets especially in ordinary shares. & R> FMR may invest fund assets in foreign issuer securities in addition to domestic issuer securities. FMR is not constituted by any particular investment style. At any time, FMR may be inclined to buy growth stocks or value stocks, or a combination of both types. In purchasing and selling securities for the fund, FMR relies on the fundamental analysis of each issuer and its potential to succeed given the current financial situation, its industry position, and economic and market conditions. Factors being considered include growth potential, revenue estimates, and management. FMR may lend the securities of such funds to broker-dealers or other institutions to earn income for those funds. FMR can use a variety of techniques, such as buying and selling futures contracts, to increase or reduce fund exposure to safety price changes or other factors affecting security values. If the FMR strategy doesn't work as intended, the fund may not achieve its objectives. Destiny Investment Objective II seeks capital growth. Key Investment Strategy & lt;R>FMR typically invests fund assets especially in ordinary shares. & R> FMR may invest fund assets in foreign issuer securities in addition to domestic issuer securities. FMR is not constituted by any particular investment style. At any time, FMR may be inclined to buy growth stocks or value stocks, or a combination of both types. In purchasing and selling securities for the fund, FMR relies on the fundamental analysis of each issuer and its potential to succeed given the current financial situation, its industry position, and economic and market conditions. considered include growth potential, income estimates, and management. FMR may lend the securities of such funds to broker-dealers or other institutions to earn income for those funds. FMR can use a variety of techniques, such as buying and selling futures contracts, to increase or reduce fund exposure to safety price changes or other factors compromise safety value. If the FMR strategy doesn't work as intended, the fund may not achieve its objectives. Description of the Major Security Type Equity securities represents the interests of ownership, or the right to acquire ownership interests, in the issuer. Different types of equity securities provide different voting and dividend rights and priorities in the event of a bankruptcy of the issuer. Equity securities include ordinary shares, preferred shares, convertible securities, and warrants. &R>Risk</R>P investment rincipal Many factors affect the performance of each fund. Daily changes in fund share prices are based on changes in market conditions and interest rates and in response to economic, political, or other financial developments. The fund's reaction to these developments will be affected by the types of securities in which the investing funds, the financial, industry and economic sectors, and the geographical location of the issuer, and the level of investment of funds in the issuer's securities. When you sell your fund shares, they can be worth more or less than you paid for them. The following factors can significantly affect the performance of the fund: Stock Market Volatility. The value of equity securities fluctuates in response to issuers, politics, markets, and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different market share and various types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and growth stocks can react differently from value stocks. Issuers, politics, or economic developments can affect a single publisher, publisher in the industry or economic sector or geographical region, or the market as a whole. &R>F</R>oreign exposure. Foreign securities, foreign currencies, and securities issued by U.S. entities with large foreign operations can involve additional risks associated with political, economic, or regulatory conditions in foreign countries. These risks include fluctuations in foreign currencies; withholding tax or other taxes; trading risks, settlements, carers, and other operating risks; and less stringent investor protection and disclosure standards of some foreign markets. All these factors can make foreign investment, especially in emerging markets, more volatile and potentially less liquid than U.S. investments In addition, foreign markets can do differently from the U.S. market. Publisher Specific Changes. Changes in the financial situation of an issuer, changes in certain economic or political circumstances affecting certain types of security or publishers, and changes in economic or political conditions may affect issuer's security. The security value of smaller, less well-known publishers can be more erratic than larger publishers. Basic Fund Prospectus - continue <R>i</R>n response response markets, economics, politics, or other circumstances, FMR could temporarily apply different investment strategies for defense purposes. If FMR does so, different factors may affect the performance of the fund and the fund may not achieve its investment objectives. Basic Investment Policies The policies discussed below are the basis, which is subject to change only by shareholders' approval. My destiny is seeking capital growth. Destiny II seeks capital growth. Stock Valuation Every fund is open for business every day the New York Stock Exchange (NYSE) opens. The net asset value per class (NAV) is the value of one share. Loyalty typically counts Class O NAV as the closure of NYSE business, usually 4:00 p.m. Eastern time. However, NAB can be calculated earlier if trading on the NYSE is limited or as permitted by the Securities and Exchange Commission (SEC). Each fund asset is assessed so far for the purpose of computing THE NAV of Class O. To the extent that each fund's assets are traded on other markets in the days when the NYSE is closed, the value of the fund's assets may be affected in the days when the fund is not open for business. In addition, trading in some fund assets may not occur in the days when the funds are open for business. Each fund asset is primarily assessed based on market quotes. Certain short-term securities are assessed based on adorned costs. If the market quote is not available accurately & lt;R>or&R> does not accurately reflect the fair value for safety or if the security value has been materially affected by an event that occurs after the closure of the exchange or market where security is essentially traded (for example, foreign or market exchange), that security may be appreciated by other methods that the Board of Trustees believe accurately reflects the fair values. Security assessments may vary depending on the method used to determine the value. Shareholder Information Prospectus Buying and Selling Shares General Information To contact Fidelity for information & lt;R>accounts, & lt;/R>products, and services, please use the following phone number: National (toll free), 1-800-433-0734 (8:30 am - 7:00 pm Eastern time, Monday to Friday). In Alaska or Overseas (collective call), 1-617-330-3183 (8:00 am - 6:00 pm Eastern time, Monday to Friday). Please use the following address: Selling Shares of Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081 Express Loyalty Investment Overnight 2300 Litton Lane - KH2A Hebron, KY 41048 You can buy or sell Class O shares funds through retirement accounts or sell class O shares. Additional fees may also apply to your investment class O funds, including transaction fees if you sell O share funds through brokers or other investment professionals. Certain methods of contacting Fidelity, such as by phone, may not be available or delayed (for example, during the period of incredible market activity). Buying Shares Each fund has an agreement with Fidelity Distributors Corporation (FDC) where the issued funds shares in NAB to the State Street Bank and Trust Company (State Street) as the Guardian for the Assessment Plan. Generally, State Street will hold all shares per fund unless the Plan Holder chooses to hold funds shares directly upon completion or termination of the Destiny Plan. The terms of offering the Assessment Plan are contained in the prospectus of the Assessment Plan. &R>Every </R>funds will only offer its shares to the public through the Destiny Plan. Each fund also offers its shares to a specific retirement plan. The price to buy one part of Class O is a CLASS O-grade NAV share sold without a sales charge. Your shares will be bought on the next NAV calculated after your order is received in proper form. Short-term trading or excessively into funds can be harmful to performance by disrupting portfolio management strategies and by increasing spending. Therefore, funds may reject any purchase orders, including exchanges, especially from market-timers or investors who, in FMR opinion, have short-term or excessive trading patterns or trades that have or may interfere with the funds. For this purpose, FMR may consider the trading history of investors in the fund or other Fidelity funds, and accounts under ownership or joint control. Each fund may stop offering shares in full or may offer shares only on a limited basis, for a period of time or permanently. &R>Wires</R> & lt;R>Key Information To Open Loyalty</R> Account Calls on the appropriate numbers available in General Information to set up your account and organize wire transactions. To Increase Account Call Loyalty to the appropriate number found in General Information for instructions. Selling the following Discussion Shares only relates to investors who hold funds stocks directly. The price to sell one part of Class O is a class NAB. Your shares will be sold on the next NAV calculated after your order is received in the appropriate form. It is your investment professional responsibility to send your order to sell shares to Fidelity before the close of business on the day you placed your order. Certain requests must include a signature guarantee. It is designed to protect you and Loyalty from fraud. Your request must be made in writing and include a signature guarantee if any of the following situations apply: You wish to sell more than $100,000 worth of shares; &R>Your account registration has changed in 15 or 30 days ago, depending on your account;</R> Checks are being sent to another address than it has on your account (record address); Cheques are being paid to someone other than owner; or Redemption results are being transferred to a Fidelity account with different registrations. Shareholder Information Prospectus - Continues You should be able to obtain signature guarantees from banks, brokers, dealers, credit unions (if authorized under state law), securities exchanges or associations, clearing agencies, or savings associations. Notary public cannot provide signature guarantee. When you place an order to sell shares, note the following: Typically, Fidelity will process a redemption by the next business day, but Fidelity may take up to seven days to process the redemption if making an urgent payment will affect the funds. Redemption proceeds (other than exchanges) can be suspended until the money from a previous purchase is sufficient to cover your redemption has been received and accumulated. This can take up to seven business days after purchase. Redemption can be suspended or the date of payment is delayed when the NYSE closes (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by sec redemption proceeds. You will not receive interest on the amount represented by unwashed redemption cheques. Unless otherwise instructed, Fidelity will send a check to the record address. If you have a certificate for your shares, you must submit it to Fidelity when you sell your shares. Call Loyalty for specific instructions. The funds are currently not issuing share certificates. &R>Key Information</R> <R>Using the Loyalty Systematic Exchange Program Automatically to switch to Class A or Class T of Loyalty Advisor funds.</R> Use the Loyalty Systematic Withdrawal Program to provide periodic redemption from your O Class account. &R>Phone Contact your investment professional or contact Fidelity on the appropriate number available in General Information to initiate a wire transaction or request a review for your redemption.</R> Switch to another Loyalty fund or class A or Class T of Loyalty Advisory fund. Contact your investment professional or call Fidelity on the appropriate numbers available in General Information. & R>Mail Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081 Individual, Joint Tenant, Sole Proprietorship, UGMA/UTMA</R> Send a letter of instruction to your investment professional or to an address on the left, including your name, fund name, applicable class name, account number, and number of dollars or number of shares to be sold. Instruction letters must be signed by everyone who is required to sign a transaction, just as their name appears on the account. Account Owner Retirement Account complete the retirement distribution form. Contact your investment professional or call Fidelity on the appropriate number available in General Information to request one. Trust Sends a letter of instruction to your investment professional or or on the left, including the trust name, fund name, applicable class name, trust fund account number, and total dollar or number of shares to be sold. The trustee must sign a letter of instruction showing the capacity as a trustee. If the trustee's name is not in the account registration, provide a certified copy of the trust documents within the last 60 days. Business or Organization Sends a letter of instruction to your investment professional or to an address on the left, including the name of the firm, fund name, applicable class name, firm fund account number, and the amount of dollars or the number of shares to be sold. At least one person authorized by a corporate resolution to act on an account must sign a letter of instruction. Include corporate resolutions with corporate seals or signature guarantees. Executor, Administrator, Conservator, Guardian Contact your investment professional or call Fidelity at the appropriate number available in General Information for instructions. <R>Individually, Joint Tenant, Sole Proprietorship, UGMA/UTMA</R> Bring a letter of instruction to your investment professional. Instruction letters must be signed by everyone who is required to sign a transaction, just as their name appears on the account. Retirement Account The owner of the account must complete the retirement distribution form. Visit your investment professional to ask for one. Trust Bring a letter of instruction to your investment professional. The trustee must sign a letter of instruction showing the capacity as a trustee. If the trustee's name is not in the account registration, provide a certified copy of the trust documents within the last 60 days. A business or organization Brings a letter of instruction to your investment professional. At least one person authorized by a corporate resolution to act on an account must sign a letter of instruction. Include corporate resolutions with corporate seals or signature guarantees. Executor, Administrator, Conservator, Guardian Visit your investment professional for instructions. Exchanging Exchange Shares involves redemption of all or part of a share of one fund and the purchase of shares of other funds. As a Class O shareholder, you have the privilege to move shares of funds for shares of other Loyalty funds, including Class A or Class T of Loyalty Advisory funds. Exchange privileges are only available to investors who hold live fund shares. However, you should note the following policies and restrictions governing the exchange: The funds or classes you exchange must be available for sale in your state. You can switch only between accounts registered in the same taxpayer's name, address and identification number. Before exchanging into a fund or class, read its prospectus. Exchanges may have tax consequences for you. Each fund may terminate the exchange privileges investors who are four exchanges from funds each calendar year. Accounts under joint ownership or control will be calculated together for the purpose of four exchange limits. Exchange limits can be modified for accounts held by certain institutional retirement plans to comply with the Labor Department's plan exchange limits and regulations. See your plan materials for more information. Each fund may refuse the purchase of the exchange by any person or group if, in the FMR judgment, the fund is unable to effectively invest the money in accordance with its investment objectives and policies, or otherwise potentially severely affected. Funds may terminate or modify exchange privileges in the future. Other funds may have different exchange restrictions, & R></R>and may charge a trading fee of up to 2.00% of the converted amount. Check the prospectus of each fund for more information. The following features and features of the Shareholders' Services feature only apply to investors who hold live fund shares. Automatic Withdrawal Program. Loyalty offers a simple service that allows you to automatically transfer money between accounts or exits your account. Automatic withdrawals or exchange programs can be an easy way to provide a consistent stream of income or to transfer money between your investments. <R>Loyalty Systematic Exchange Program To transfer money from Class O to Class A or Class T of Loyalty Advisory funds.</R> &R>Minimum $100 Monthly Frequency, quarterly, semi-annual, or annual Procedure</R> To provide, contact your investment professional or call Fidelity at the appropriate number available in General Information after both accounts are opened. To make changes, contact your investment professional or call Fidelity at the appropriate number available in General Information. Call at least 2 business days before the next scheduled exchange date. Accounts where the exchange to be processed must have a minimum balance of $10,000. The account where the exchange is being processed must have a minimum balance of $1,000. &R>Loyalty Systematic Withdrawal Program To provide periodic redemption from your Class O account to you or to your bank review account.</R> <R>Minimum $100 Maximum $50,000 Monthly Frequency, quarterly, or semi-annual Procedures</R> Accounts with a value of $10,000 or more in Class O shares are eligible for the program. To provide, contact your investment professional or call Fidelity at the appropriate number available in General Information for instructions. To make changes, contact your investment professional or call Fidelity at the appropriate number available in General Information. Call at least 10 business days before your next scheduled withdrawal date. Other. The following &R>other features</R> are also available to buy and sell fund shares. &R>Wires To buy and sell shares through the Federal Reserve Wire System.</R> &R>You must sign up for wire features before using it.</R> Call you professional or contact Fidelity on the appropriate numbers available in the General Information before your first use to verify that this feature is provided on your account. To sell shares with wires, you must set a U.S. commercial bank account where you want redemption results to be deposited. To add wire features or change the designated bank accounts to receive redemption proceeds at any time before making a redemption request, you will need to send an instruction letter, including a signature guarantee, to your investment professional or to Fidelity at the address found in General Information. The following policy applies to you as a shareholder. Statements and reports that Fidelity sends you include the following: Statement of verification (after a transaction that affects your account balance except for reindeertion of distribution in certain funds and transactions through automated withdrawal programs). Monthly or quarterly statement of accounts (details the account balance and all transactions completed in the previous month or quarter). Financial reporting (every six months). To reduce spending, only one copy of most financial reports and prospectuses will be sent, even if you have more than one account in the fund. Call Fidelity at 1888-622-3175 if you require a copy of additional financial reporting or prospectus. You can start a lot of transactions over the phone or electronically. Loyalty shall not be liable for any losses resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the investor's identity. Loyalty will ask for a personalized security code or other information, and can also record a call. For transactions conducted over the Internet, Fidelity recommends using an Internet browser with 128-bit encryption. You need to verify the accuracy of your confirmation statement once you receive it. If you do not want the ability to sell and switch over the phone, contact Fidelity for instructions. Additional documentation may be required from certain companies, associations, and fiduciaries. When you sign your account application, you will be asked to verify that your social security or taxpayer identification number is correct and you are not subject to 31% of the detained backup for failing to report income to the IRS. If you violate IRS rules, the IRS may require funds to withhold 31% of your taxable and redemption distributions. Loyalty can charge for certain services, such as providing historical account documents. Dividends and Distribution Capital Gains Each fund earns dividends, interest, and other income from its investments, and distributes these income (less expenses) to shareholders as dividends. Each fund is also aware of the capital gains from the and distribute these profits (less any losses) to shareholders as distribution of capital gains. Each fund typically pays dividends and distribution of capital gains in December. December. The following distribution options apply only to investors who hold direct fund shares. When you open an account, decide how you want to receive your distribution. The following options may be available for Class O distribution: Shareholder Information Prospectus - continuous 1. Reininstment Options. Your dividend and capital gains distribution will be automatically reinvested in additional Class O shares of funds. If you don't show an option, you'll be assigned this option. 2. Income Options. Your capital gains distribution will be automatically reinvested in additional Class O share funds. Your dividend will be paid in cash. 3. Cash Options. Your dividend and the distribution of capital gains will be paid in cash. Not all distribution options are available for each account. If you want to change your current options, contact your investment professional directly or contact Fidelity. If you choose to receive distribution paid in cash by cheque and the U.S. Postal Service does not deliver your cheque, your distribution options can be converted to Reinsurance Options. You will not receive interest on the amount represented by an unwashed distribution check. Tax Consequences Like any investment, your investment in a fund can have tax consequences for you. If you do not invest through a tax-beneficial retirement account, you should consider the consequences of this tax. Taxes on distributions. Distributions you receive from each fund are subject to federal income taxes, and may also be subject to state or local taxes. For federal tax purposes, each dividend and short term distribution of capital gains is taxed to you as a normal income, while each distribution of funds for long-term capital gains is taxed to you generally as a capital gain. If you buy stocks when the fund has realised but has not yet distributed earnings or capital gains, you will buy dividends by paying the full price for the shares and then receive a portion of the price back in the form of taxable distributions. Any taxable distribution you receive from funds will usually be taxed to you when you receive it, regardless of your distribution option. Taxes on transactions. Your redemption, including exchange, may result in capital gains or losses for federal tax purposes. Capital gains or losses on your investment in funds are generally the difference between your share costs and the price you receive when you sell them. Prospectus Fund Management Services Each fund is a mutual fund, an investment that raises shareholders' money and invests towards a set goal. FMR is the manager of each fund. On <R>March 31, 2000, FMR had about $639.1</R> billion in discretion under management. As a manager, FMR is responsible for choosing every investment fund and conducting its business. Affiliates assist FMR with foreign investment: Loyalty Management & Research (U.K.) Inc. (FMR (FMR) in London, England, serves as a sub-adviser for each fund. FMR U.K. organized in 1986 to provide research and investment advice to FMR. & lt;R>FMR U.K. may provide </R> research and investment advice on issuers based outside of the United States and can also provide investment advisory services for each fund. <R>Fidelity Management & Research (Far East) Inc. (FMR Far East) serves as a sub-advisor for each fund. FMR Far East was organized in 1986 to provide research and investment advice to FMR. FMR Far East may provide investment search and advice</R>on issuers based outside the United States and can also provide investment advisory services for each fund. <R>Fidelity Investments Japan Limited (FIJ), in Tokyo, Japan,</R>serves as a sub-advisor for each fund. On September 28 & lt;R>2000, FIJ had about $28.3 billion in discretionary assets</R> under management. FIJ can provide research and investment advice on issuers based outside the United States for each fund. & R>Beginning 1 January 2001, FMR Co., Inc. (FMRC) will serve as sub-advisor for each fund. FMRC will be responsible & lt;/R> primarily to choose investments for each fund. FMRC is a wholly-owned subsidiary of FMR. & lt;R>Karen Firestone is the vice president and manager of Destiny I, which he managed since February 2000. He also managed other Fidelity funds. Since joining Fidelity in 1983,</R> Ms. Firestone has worked as an analyst and manager. <R>Adam Hetnarski is the vice president and manager of Destiny II, which he has managed since June 2000. He also managed other Fidelity funds. Encik Hetnarski joined Fidelity as a member of the Fidelity Investments Institutional Services (FIIS) training program in 1991.</R> & lt;R>From time to time a manager, analyst, or other Fidelity employee can express views on the company's sector, security, industry, or market. The views voiced by any such person are the views of only such individuals at the stated time and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such view is subject to change at any time on a market basis or other conditions and Fidelity demands any responsibility for updating such views. This view cannot be trusted as investment advice and, since the investment decisions for fidelity funds are based on various factors, cannot be trusted as an indicator of trading indicators on behalf of any Fiscal Fund.>> & lt;R>Each fund pays management fees to FMR. Management Fees & lt;/R> calculated; FMR every month. The fee is determined calculating the basic fee and then using performance adjustments. Performance adjustments reduce management fees if funds have performed worse than S&d; P 500. After 31 December 2000, no performance adjustments will be charged to the basic fees. The basic fee is calculated by adding the group fee rate to the individual fund fee rate, dividing by twelve, and multiplying the yield with the average net of funds throughout the month. The group fee rate is based on the average net assets of all mutual funds advised by FMR. This rate should not rise above 0.52%, and it falls when the total assets under management increase. For Septembe<R>r 2000, & lt;/R>group fee rate is 0.2738% for Destiny I and the group fee rate is 0.2738% for Destiny II. The individual fund fee rate is 0.17% for Destiny I and 0.30% for Destiny II. The basic fees for Destiny I and Destiny II for the fiscal year ended 30 September & lt;R>2000 were & lt;/R>0.45% and 0.58%, respectively, from the average net assets of the fund. Performance adjustment rates are calculated monthly by comparing the performance periods of My Destiny and Destiny II performance to S&dr; P 500. For Destiny I and Destiny II, the performance period is the most recent 36 months. The maximum annual performance adjustment rate is 0.24% of the average net assets of the fund up to and including $100,000,000 and -0.20% of the average net assets of the fund above $100,000,000 over the period of the performance. The performance adjustment rate is divided by twelve and multiplied by the average net asset of the fund & R>during the performance period,</R> and the resulting dollar amount is subsequently deducted from the base fee if class O performance is worse than S&h; P 500. The total management fee for the fiscal year ended 30 September & lt;R>2000,</R>is 0.25% of the average net assets of the fund for Destiny I and 0.55% of the average net assets of the fund for Destiny II. &R>FMR pay FMR U.K. and FMR Far East to provide sub-advice services. FMR Far East paid FIJ to provide sub-advice services.<R> & lt;R>FMR will pay FMRC to provide sub-advice services.</R> Prospectus Fund Services - Continuous FMR may, from time to time, agree to reimburse classes for management fees and other expenses beyond the specified limit. FMR retains the ability to be reimbursed by the class if spending falls below the specified limit before the end of the fiscal year. Refund arrangements, which FMR can stop at any time, can reduce class spending and improve its performance. Distribution of Funds Each fund consists of various classes of shares. All classes of funds have the same investment objectives and investment portfolio. The FDC distributes Class O. Class O shares for each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Companies Act 1940 which acknowledges that FMR can use its management fees revenue, as well as past gains or its resources from any other source, to pay the FDC for expenses incurred in connection with providing services intended to produce the sale of O/or its shareholdings FMR, directly or via FDC, & R>pay the amount & lt;/R> large to intermediaries, such as banks, broker-dealers, and other service providers, who provide such services. Currently, the Board of Trustees per fund has allowed such payments for Class O. O. payments made by FMR to the FDC or to intermediaries under the Distribution and Service Plan are deemed paid & lt;R>from O&lt/R> on an ongoing basis, they may increase your investment costs and may cost you more than paying for other types of sales charges. To accept payments made pursuant to the Distribution and Service Plan, intermediaries must sign an agreement in accordance with the FDC first. FMR may allocate brokerage transactions in a manner that takes into account the sale of Destiny Portfolio shares, provided & lt;R>funds & lt;/R>receive brokerage services and commission rates comparable to other brokerage traders. No merchant, sales representative, or any other person has been authorized to provide any information or make any representations, other than those contained in this prospectus and in statements relating to additional information (SAI), in relation to the offerings contained in this prospectus. If provided or made, information or other representations cannot be trusted as authorized by the fund or the FDC. This prospectus and the relevant SAI do not constitute an offer by the fund or by the FDC to sell the shares of such funds to or purchase fund shares from any person to whom it is unbibiased to make such an offer. Financial Attachment Prospectus Highlights Financial Schedule aims to help you understand class O's financial history over the last 5 years. Certain information reflects financial results for a class section. The total return in the table represents the rate that investors earn (or disappear) on investment in class (assuming reinsurance of all dividends and distributions). This information was audited by Deloitte & Touche LLP, an independent accountant, whose report, together with each financial highlight and financial statements, are included in each of the fund's annual reports. A free copy of each annual report is provided upon request. Destiny I Class O <R>Years ended September 30, 2000 1999 1998 1997 1996</R> <R>Selected Per-Share Data</R> <R>Net asset value, beginning of period $ 26.54 $ 24.58 $ 25.08 $ 20.41 $ 18.78</R> <R>Income from Investment Operations</R> <R>Net investment income .20 C .42 C .44 C .49 C .45</R> <R>Net realized and unrealized gain (loss) (.77) 4.13 1.56 6.36 2.42</R> <R>Total from investment operations (.57) 4.55 2.00 6.85 2.87</R> <R>Less Distributions</R> <R>From net investment income (.44) (.42) (.47) (.45) (.43)</R> <R>From net realized gain (3.44) (2.17) (2.03) (1.73) (.81)</R> <R>Total distributions (3.88) (2.59) (2.50) (2.18) (1.24)</R> <R>Net asset value, end of period $22.09 $26.54 $24.58 $25.08 $20.41</R> &R>Total Return A, B (3.23)% 18.99% 8.72% 16.04%</R> <R>Ratios and Supplemental Data</R> <R>Net assets, end of period (000 omitted) $ 6,121,273 $ 6,977,155 $ 6,206,058 $ 5,960,742 $ 4,565,482</R> <R>Ratio of expenses to average net assets .27% .32% .33% .39% .65%</R> .65%</R> expenditure on average net assets after a .25% reduction in expenses D.31% D.33% .38%D. 65% Net investment income ratio to & R>average net assets .85% 1.55% 1.71% 2.20% 2.40%</R> <R>Portfolio Turnover 145% 36% 32%<R/> A Total return will be lower than that of certain expenses excluding & lt;R>reduced during the period indicated.&R> & <R>B Total return excluding the effect of separate sales charges and other fees devalued through the Fidelity Systematic Investment Plan.</R> C Net investment earnings per share have been & lt;R>calculated</R> based on the average outstanding shares during the period & R>that. D FMR or funds have signed & lt;/R> varies with third parties either paid or reduced part of class expenses. Prospectus Appendix - continued Destiny II - Class O <R>Years ended September 30, 2000 1999 1998 1997 1996E</R> <R>Selected Per-Share Data</R> <R>Net asset value, beginning of period $ 14.76 $ 14.07 $ 14.40 $ 11.61 $ 10.57</R> <R>Income from Investment Operations</R> <R>Net investment income .06 C .12 C .18 C .27 C .24</R> <R>Net realized and unrealized gain (loss) 2.85 3.73 .71 3.52 1.34</R> <R>Total from investment operations 2.91 3.85 .89 3.79 1.58</R> <R>Less Distributions</R> <R>From net investment income (.11) (.12) (.25) (.25) (.22)</R> <R>From net realized gain (1.43) (3.04) (.97) (.75) (.32)</R> <R>Total distributions (1.54) (3.16) (1.22) (1.00) (.54)</R> < R>Net asset value, end of period $16.13 $14.76 $14.07 $14.40 $11.61</R> <R>Total Return A, B 20.25% 30.06% 6.64% 34.72% 15.43%</R> & lt;R>Ratios and Supplements Data</R> <R>Net assets, end of period (000 omitted) $6,242,943 $5,226,303 $3,969,409 $3,609,144 $2,538,407<R>;R>Ratio of expenses to average net assets .58% .48% .48% .54% .78%</R> & lt;R>Ratio of expenses to average net asset expenses after reductions .56% D .47% D .48% .53%. 78%<R> & lt;R>Net investment income ratio to average net assets .37% .79% 1.23% 2.11% 2.38%</R> Turnover &R>Portfolio 113% 77% 106% 35%</R> A Total return will be lower than that of certain expenses not & lt;R>reduced within the period indicated.</R> &R>B Total returns excluding the effects of separate sales charges and other fees assessed through the Fidelity Systematic Investment Plan.</R> C Net investment earnings per share has been & lt;R>calculated & lt;R> based on the average outstanding share in the period & lt;R>it. D FMR or funds have signed & lt;/R> varies with third parties either paid or reduced part of class expenses. &R>E Every stock data has been for 3 for 1 divided shares paid 21 June 1996.</R> Prospectus Attachments - Lipper Information Supplementary Performance Continuously has created a new comparison category that group funds follow portfolio and capitalization characteristics, as well as by capitalisation only. Average Core Fund & R></R> Large-Cap Lipper-Cap>reflects performance </R> (excluding sales charges) funds along with similar portfolios and capitalization. Average <R> Supergroup</R> & lt;R>Lippe</R>r-Cap reflects performance (excluding sales charges) of mutual funds together with the same capitalization. The following information & lt;R>compare performance & lt;/R> Class O each fund to two new Lipper comparison categories. <R>Average Annual Return<R> &R>For the period ended December 31, 1999 Last 1 year 5 years Last 10</R> Year Destiny I - Class O 4.96% 22.89% 19.08% & lt;R>Lipper-Cap Average Fund Value 22.35% 25.53% 25.53% 16.66%</R> & lt;R>Lipper Besar-Cap Supergroup Average 24.93%4% 17.07%</R> Destiny II - Class O 25.40% 27.26% 21.55% Lipper Big Core Fund & R>22.35% 25.53% 16.66%&66%</R> & lt;R>Lipper Besar-Cap Supergroup Average 24.93% 26.34% 17.07%</R> Prospectus You can get additional information about the funds. The SAI fund includes more detailed information about each of its funds and investments. SAI is incorporated here by reference (legally forming part of the prospectus). Each annual and half-yearly report of the fund includes discussions on recent fund holdings and market conditions and performance-affecting fund investment strategies. For a free copy of any of these documents or ask for other information or ask questions about the funds, contact Fidelity at 1-888-622-3175. &R>SAI, annual and semi-annual reports and other related funds and materials are available from the Assembly, Analysis, and Retrieval (EDGAR) Database on the SEC ( ) website. You can obtain a copy of this information, after paying the a twisted fee, by sending an email to publicinfo@ or by writing the SEC Public Reference Section, Washington, DC 20549-0102. You can also review and copy information about the funds, including the fund SAI, in the SEC Public Reference Room in Washington, DC Call 1-202-942-8090 for information about the operation of the SEC Public Reference Room.</R> Investment Companies Act 1940, File Number, 811-1796 Loyalty and Fidelity Investments & (Pyramid) Design are registered trademarks of FMR Corp. & lt;R>Destiny is a service mark of FMR Corp.<R> Third party marks available above are signs of owners respectively. 1.710281.102 <R>DES</R>-pro-MAPS code enough sponsors <R>FIDELITY DISTRIBUTOR CORPORATION 82 Devonshire Street Boston, Massachusetts 02109 CUSTODIAN STATE STREET AND TRUST COMPANY Boston, Massachusetts TRANSFER AND SHAREHOLDERS' SERVICING AGENTS BOSTON FINANCIAL DATA SERVICES, INC. P.O. Box 8300 Boston, Massachusetts 02266-8300 For Active Plan call: Nationwide: 1-800-225-5270 FIDELITY SERVICE, COMPANY INC. P.O. Box 770002 Cincinnati, OH 45277-0002 Nationwide: 1-800-433-0734 PRICEWATERHOUSECO AUDITORS OPOPERS LLP Boston, Massachusetts I.DES-PRO-1100 1.476237.103 (recycling logo Printed on </R> Loyalty Recycling? Systematic Investment Plan: Destiny Plan I: Destiny Plan N II: Prospectus N November 29, 2000 (Destiny Logo Graphics) FIDELITY FIDELITY INVESTMENT PLAN: Assessment Plan I: N and Destiny Plan II: N Destiny Plan is a systematic investment plan that allows you to build equity within a few years by investing regularly each month in mutual fund shares. This prospectus describes two Destiny Plans: Destiny Plan I: N and Destiny Plan II: N (formerly known as Assessment Plan I: New Plan and Destiny II: New) (Plan). You can make a fixed monthly investment in the Plan for a period of either 10 or 15 years. You can continue to invest for 25 years. You can invest in one of the few total monthly investment plans and can make investments as low as $50 per month. Investment in your Plan is used to purchase Class N shares for one of Fidelity's Destiny Portfolios. Destiny Plan I: N bought Class N shares of Fidelity Destiny Portfolio: Destiny I, and Destiny Plan II: N bought Class N Portfolio Shares of Destiny: Destiny II (Fund). The Creation and Sales Charge plan is equivalent to 50% of each of your first twelve monthly investments. Over the life of the 10-year Plan, this Creation and Sales Charge ranges from 5.00% of the amount invested in the $6,000 Plan ($50 per month) to 1.50% of the total invested on the $1,200,000 Plan ($10,000 per month). Over the life of the 15-year Plan, this Creation and Sales Charge ranges from 3.33% of the total invested in the $9,000 Plan ($50 per month) to 1.00% of the amount invested in the $1,800,000 Plan ($10,000 per month). Creation and Sales Charges are deducted from your Plan's investment, and the balance is invested in Class N shares of the fund. Class N share funds are subject to certain annual expenses, including management fees & lt;R>and </R>12b-1 fees. Creation and Sales Charges and other fees and expenses either you or your Plan will pay are described in the Fees and Expenses & R>starting at & lt;/R>page 5. YOUR PLAN AND YOUR PLAN'S INVESTMENT IN FUND SHARES ARE INTENDED TO BE A LONG-TERM INVESTMENT. YOU CAN'T BUY A PLAN IF YOU'RE LOOKING FOR QUICK PROFITS OR IF YOU MIGHT NOT BE ABLE TO COMPLETE THE PLAN. If you terminate or withdraw from your Plan in the early years of your Plan, you may incur losses as the total amount of Creation and Sales Charges is deducted from two & R>lt;/R> your first investment. Your plan does not eliminate the risks involved in the ownership of individual securities and the value of your Plan will increase or decrease from time to time following the increase or decrease in the price of securities owned by the Fund. You will indemnity if you terminate your Plan at a time when the share value of your Plan is less than its cost. The prepayment of any of your monthly investments increases the likelihood that losses may be due to Early. You have the right to repay the present value of your investment in Class N shares and the full amount of Creation and Sales you have paid within 45 days of purchase of the Plan. You also have the right to partial refund or all of your Plan's investments within 18 months from the date of purchase of the Plan. These rights are subject to the conditions described in the Cancellation and Refund Rights section of You on &R> page 14</R>. Class N shares of funds are available to the public only through the Plan described in this prospectus. You do not have to buy a Plan to make monthly investments in mutual funds. Other mutual funds managed by the Investment Advisors of the Fund have similar investment objectives in many regards to the Fund. Your investment in stocks of these other funds will be subject to charges that may differ from, and in some cases is less than, which applies to investments in the Plan. The plans established during the Prospectus are effectively governed by the terms of this Prospectus, including all the rules, rights, privileges and benefits described. THEREFORE, IT IS IMPORTANT THAT YOU READ THIS PROSPECTUS AND MAINTAIN IT FOR FUTURE REFERENCE. No salespearies, the merchant, or anyone else authorized by Fidelity Distributors Corporation (Sponsor), Fidelity Systematic Investment Plan, or Fidelity Destiny Portfolio to provide any information or make any representations not contained in the Prospectus Plan, prospectus of the Fidelity Destiny Portfolio, or in printed or other written materials issued by the Sponsors, Plans, or Portfolios. You only need to rely on the information contained in this prospectus. Joint fund shares are not deposits or obligations, or are guaranteed by, any depository institution. Shares are not insured by the FDIC, federal Reserve Board or any other agency, and are subject to investment risk, including the possibility of losing the principal amount invested. THESE SECURITIES HAVE NOT BEEN APPROVED OR NOT APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAVE EXCHANGE SECURITIES AND COMMISSION APPROVED FOR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY OPPOSITE REPRESENTATION IS AGAINST THE LAW. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE DESTINY PORTFOLIO OF LOYALTY. [This site was deliberately left blank] TABLE OF CONTENTS Fidelity Systematic Investment Plan 1 Table of Contents 3 How The Loyalty Destiny Plan Can Help You Meet Your Investment Objectives 4 Investment Objectives 4 & lt;R>How to Start a Destiny Plan 5</R> 1. Beneficial Retirement Plan Tax 5 Fees and Expenses 5 1. Creation and Sales Charges 5 2. Account Fee 9 Keeps Your Plan During 10 Dollars-Average Average Cost and Diversification 10 Features Feature Plan 10 1. Automatic Investment and Government Value Program 10 2. Collection Rights 11 3. Distribution 11 4. Federal Income Tax Withholding 11 5. Voted your 11 6. Making Advance Investment 12 7. Changing your Plan Face Amount 12 8. Advanced Investment Options 12 9. Partial Dissolution of Your Plan 12 10. 10. Production Program 13 11. Transfer or Assign Your Rights in Plan 14 <R> 12. Broker Transfer 14</R> <R> 13. Your Cancellation and Refund Rights 14</R> & lt;R> 14. Terminate Your Plan 14</R> & lt;R> 15. Completed Plans and Exchanges 15</R> & lt;R> 16. Reinstatement Plan 15</R> <R> 17. Taxes 16</R> & lt;R> 18. Termination of Your Plan by Sponsor or Guardian 16</R> Replacement of Basic Investment 16 General 17 Guardian 17 Sponsor 18 Illustration Two Hypothetical Destiny Plan 19 Gloss 21 Financial Statement 22 Prospectus Loyalty Portfolio F-1 HOW LOYALTY DESTINY PLAN CAN HELP YOU MEET YOUR OBJECTIVES Many people who want to build an investment portfolio find difficult to save money The Destiny Plan is designed to help. This plan makes it possible for you to build equity over a period of years by investing modest amounts each month in Destiny Fund shares. The Destiny Fund is a mutual fund, the value of its shares subject to the fluctuations in the value of their basic securities. This plan calls for monthly investments at regular intervals regardless of the value of the Fund's shares. The plan does not warrant losses in the declining market and does not eliminate the risks inherent in the possession of any security. Terminating the Plan at a time when the share value of the Funds you own is less than the cost will result in a loss. Therefore, you should consider your financial ability to proceed and complete the Plan. Before opening your Plan should also consider the following: 1. Plan represents an agreement among the Fidelity Distributor Corporation (Sponsor), State Street Bank and Trust Company (Guardian), and you (Plan holder) where the amount invested, net of Creation and Sales Charges, is used to purchase Fund shares at net worth. 2. Investments made through this Plan will not result in direct ownership of the Fund's shares, but will instead represent a stake in a series of unit investment trusts, which will have direct ownership of class N shares of the fund. You will have a beneficial interest in the underlying Fund shares. 3. Unlike most other plans of this type, the Fund does not sell their shares directly to the public. Investments in the Fund can only be made through trust arrangements provided by the Plan. 4. Plans charge Creation and Sales, sometimes called front-end loads. If you terminate your Plan between 45 days and 18 months, the amount of Creation and Sales Charges that will not be returned to you may be 15% of your investment amount made until the time you terminate your Plan. If you terminate your Plan after 18 months, the amount of Creation and Sales Charges which will not be refunded to you may be 33.33% of the your investments. However, if you complete the 15-year Plan, maximum creation and Sales will not be higher than 3.33% of your investment amount. Therefore, the Plan is not suitable as a short-term investment. See Fees and Expenses on page 5. INVESTMENT OBJECTIVES Fidelity Destiny Portfolios Fund is an open-management investment company, comprising two separate portfolios, Destiny I and Destiny II. The fund diversified mutual funds, investment vehicles that raise shareholders' money and invest in a number of different securities. Each objective of the Fund is to find capital growth. Fund&R></R> investments managed by Fidelity Management & Research Company (FMR). FMR's main investment strategy includes: ? Usually invest primarily in ordinary stocks. ? Invest in domestic and foreign manufacturers. ? Invest in growth stocks or value stocks or both. ? Using the fundamental analysis of each issuer's financial situation and industry position as well as market and economic conditions to choose investment. The investment objectives of the Fund and key investment strategies and risks are described in the prospectus fidelity Destiny Portfolio which begins on page F-1. For more information on FMR's business experience, see Fund Management on page F-14 of the Fund prospectus. HOW TO START THE ASSESSMENT PLAN To start the Plan, you will need to complete the Plan Application and send it to the address specified on the application. Your application asks you to choose either a 10-year Plan or a 15-year Plan, and your monthly investment amount. You will need to enter a cheque in the first monthly investment amount, paid to The Destiny Plan I: N or Assessment Plan II: N, as the case may be, when you return the completed application to the address on the application. Alternatively, you can set up an Automated Investment Program or, if you are a member of the military, a government allergy, so that your monthly investment is automatically sent to the Plan. See The Automatic Investment Programme and Government Agents on page 10. After your Plan Application and an initial investment are accepted in the appropriate form by the Sponsor, the applicable Creation and Sales Charges will be deducted. Your investment balance will be invested in Class N shares of the fund, and you will receive a confirmation statement showing the total number of shares and the breakdown purchased for your Plan account. If you do not set up an Automated Investment Program or government separation, you may send the subsequent monthly investment, paid to Assessment Plan I: N or Assessment Plan II: N, as the case may be, directly to the Guardian, c/o Boston Financial Data Services, Inc. (Boston Financial), in P.O. Box 8300, Boston, Massachusetts 026-830. Subsequent investments in your Plan will also be applied to the purchase of Class N shares in the current Class N NAB after deduction of any applicable Creation and Sales Charges. 1. Tax Beneficial Retirement Plan as an investment vehicle for a tax-beneficial retirement plan, including individual retirement accounts (IRA) and pensions for purchases of entitlement money and profit sharing plans. However, the only retirement plan provided by Fidelity Destiny Portfolios is the Fidelity Destiny IRA (which includes sep IRA, traditional IRA and Roth IRA). The IRA plan can be created through contributions, through transition, or through the transfer of trustees of IRA assets from other financial institutions. This transition or transfer may contain assets derived from employer-sponsored retirement plans or annual IRA contributions. Detailed information about the IRA Destiny of Loyalty is available from your Sponsor or representative. This information needs to be read carefully. This information describes additional service fees charged for the IRAs and explains the consequences of federal income tax to set up an IRA. You may wish to consult a lawyer or tax adviser before setting up a Fidelity Destiny IRA. Under the IRA Destiny of Loyalty, dividends and distribution will be automatically reinvested in additional Fund shares. You cannot set up a new Destiny tax benefit retirement plan by changing the registration of an existing Destiny Plan account. The annual maintenance fee charged by the Guardian for each Fidelity Destiny IRA account is $10. This $10 fee will be deducted from the Plan's shares unless it is paid in advance. FEES AND EXPENSES Your Plan pays two types of fees: Creation and Sales Charges and Account Fees. Each of these fees is described in more detail below. Your plan also indirectly pays fees & lt;R>and charges & lt;/R>imposed on Class N funds shares, including management fees, 12b-1 fees and & lt;R>other expenses.</R> Your plan indirectly pays these fees as it invests in Class N shares. For more information about the fees payable by the Fund, see fee schedule on page F-5 of the Fund prospectus. 1. Creation and Sales Charges You will pay the Creation and Sales Charge equivalent to 50% of your first twelve investments in your Plan. Once you have completed the 10-year Plan (120 monthly investment), the Creation and Sales Charges payable on your first twelve investments will amount to 5.00% of your Plan's total investment, assuming that you invest in a Plan with a richest monthly investment of $50 per month ($6,000 Face Amount). The percentage of Creation and Sales Charges per dollar invested decreases as the Face Amount increases. Creation and Sales Charges at the largest 10-year plan size, $10,000 per month ($1,200,000 Total Page), amount to 1.5% of your Plan's total investment. Once you have completed the 15-year Plan (180 monthly investments), the Creation and Sales Charges you pay at twelve your first will amount to 3.33% of your Plan's investment amount, assuming the monthly investment amount is $50 per month ($9,000 Face Amount). Creation and Sales at the largest 15-year plan size, $10,000 per month ($1,800,000 Face Amount), amounting to 1.00% of your Plan's total investment. You have certain cancellation and refund rights. However, these rights are limited, and the initial termination of your Plan or your inability to complete your Plan may result in you having paid the Creation and Sales Charges representing a large percentage of your investment amount in your Plan. For example, if you terminate your Plan between 45 days and 18 months after you start your Plan, creation and sales charges that will not be returned to you may be 15% of your investment amount made. If you terminate your Plan after 18 months, the Invention and Sales Charges which will not be refunded to you may be 33.33% of the total investment made. See Your Cancellation and Refund Rights on page 14. The following table reflects the effect of Creation and Sales Charges on the Plan with different monthly investment amounts and different plan lengths. CREATION AND SALES CHARGES 10-Year Plan (120 investment) Total Monthly Investments Total Facing Plan Creation and Sales Charges per 12 First Investment Total Creation and Sales Charges Percentage Of Total Investment In Plan* Net Investment Percentage in Plan* $50.00 $6,000.00 $25.00 $300.00 5.26% 75.00 9,000.00 37.50 450.00 5.00 5.26 100.00 12,000.00 50.00600.00 5.00 5.00 5.00 5.26 6125.00 15,000.00 62.50 750.00 5.00 5.26 150.00 18,000.00 75.00 900.00 5.00 5.26 166.6 6 19,999.20 83.33 999.96 5.00 5.26 200.00 24,000.00 100.00 1,200.00 5.00 5.26 250.00 30,000.00 125.00 1,500.00 5.00 5.26 300.00 36,000.00 150.00 1,800.00 5.00 5.26 350.00 42,000.00 175.00 2,100.00 5.00 5.26 400.00 48,000.00 200.00 2,400.00 5.00 5.26 450.00 54,000.00 225.00 2,700.00 5.00 5.26 500.00 60,000.00 250.00 3,000.00 5.00 5.26 600.00 72,000.00 300.00 3,600.00 5.00 5.26 700.00 84,000.00 350.00 4,200.00 5.00 5.26 800.00 96,000.00 400.00 4,800.00 5.00 5.26 900.00 108,000.00 450.00 5,400.00 5.00 5.26 1,000.00 120,000.00 500.00 6,000.00 5.00 5.26 1,250.00 150,000.00 625.00 7,500.00 5.00 5.26 1,500.00 180,000.00 675.00 8,100.00 4.50 4.71 1,750.00 210,000.00 700.00 8,400.00 4.00 4.17 2,000.00 240,00 240,00 000.00 750.00 9,000.00 3.75 3.90 2,500.00 300,000.00 812.50 9,750.00 3.2 5.36 5,000.00 600,000.00 1,250.00 15,000.00 2.50 2.56 10,000.00 1,200,000.00 1,500.00 18,000.00 1.50 1.52 * Assumption completed your Plan. Investment means only investments in your Monthly Plan and excludes any reinsurance of capital gains or dividend distribution. CHARGES CREATION AND SALES Plan 15 Years (180 investments) Total Monthly Investments Total Face Creation Plan and Sales Charges per 12 First Investment Total Creation and Sales Charges Percent of Total Investment in Plan* Percentage of Net Investment in Plan* $50.00 $9.000.00 $25.00 $300.00 3.33% 3.45% 75.00 13,500.500.300 37.50 3.33 3.45 100.00 18,000.00 50.00 600.00 3.33 33 3.45 125.00 22,500.00 62.50 750.00 3.33 3.45 150.00 150.00 75.00 900.00 3.33 3.45 166.66 29,998.80 83.33 999.96 3.33 3.45 200.00 36,000.00 100.00 1,200.00 3.33 3.45 250.00 45,000.00 125.00 1,500.00 3.33 3.45 300.00 54,000.00 150.00 1,800.00 3.33 3.45 350.00 63,000.00 175.00 2,100.00 3.33 3.45 400.00 72,000.00 200.00 2,400.00 3.33 3.45 450.00 81,000.00 225.00 2,700.00 3.33 3.45 500.00 90,000.00 250.00 3,000.00 3.33 3.45 600.00 108,000.00 300.00 3,600.00 3.33 3.45 700.00 126,000.00 350.00 4,200.00 3.33 3.45 800.00 144,000.00 400.00 4,800.00 3.33 3.45 900.00 162,000.00 450.00 5,400.00 3.33 3.45 1,000.00 180,000.00 500.00 6,000.00 3.33 3.45 1,250.00 225,000.00 625.00 7,500.00 3.33 3.45 1,500.00 270,000.000 675.0000 3.00 3.09 1,750.00 315,000.00 700.00 8,400.00 2.67 2.74 2,000.00 360,000.000.000 750.000,000.00 2.50 2.56 2,500.00 450,000.00 812.50 9,750.00 2.17 2.21 5,000.00 900,000.000.00 15,000.00 1.67 1.69 10,000.00 1,800,000.00 1,500.00 18,000.00 1.00 1.01 * Your plan's assumption is completed. Investment means only investments in your Monthly Plan and excludes any reinsurance of capital gains or dividend distribution. CREATION AND SALES CHARGES EXTEND INVESTMENT OPTIONS* (300 investments) Total Monthly Investments Total Face Creation Plan and Sales Charges for every 12 First Investment Amount Creation and Sales Charges Percent of Total Investment In Plan** $50.00 $15,000.00 $25.00 $25.00 $300.200.200.200.200. .04% 75.00 22,500.00 37.50 450.00 2.00 2.04 100.00 30,000.00 50.00 600.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 2.00 37,500.00 62.50 750.00 2.00 2.04 150.00 45,000.00 75.00900.00 2.00 2.04 166.66 49,90 pm83.33 999.96 2.00 2.04 200.00 60,000.00 100.00 1,200.00 2.00 2.04 250.00 75,000.000.00 1,500.00 2.00 2.04 300.00 90,000.00 150.00 1,800.00 2.00 2.04 350.00 105,000.00 175.00 2,100.00 2.00 2.04 400.00 120,000.00 200.00 2,400.00 2.00 2.04 450.00 135,000.00 225.00 2,700.00 2.00 2.04 500.00 150,000.00 250.00 3,000.00 2.00 2.04 600.00 180,000.00 300.00 3,600.00 2.00 2.04 700.00 210,000.00 350.00 4,200.00 2.00 2.04 800.00 240,000.00 400.00 4,800.00 2.00 2.04 900.00 270,000.00 450.00 5,400.00 2.00 2.04 1,000.00 300,000.00 500.00 6,000.00 2.00 2.04 1,250.00 375,000.00 625.00 7,500.00 2.00 2.04 1,500.00 450,000.00 675.00 8,100.00

1.80 1.83 1,750.00 525,000.00 700.00 8,400.00 1.60 1.63 2,000.00 600,0000.00 750.00 9,000.00 1.50 1.52 2,2500.00 750,000.00 812.50 9,750.000 1.30 1.32 5,000.00 1,500,000.00 1,250.00 15,000.00 1.00 1.01 10,000.00 3,000,000.00 1,500.00 18,000.00 0.60 0.60 * For description of Advanced Investment Options, see page 12. ** Assumptions of comparing your Plan. Investment means only investments in your Monthly Plan and excludes any reinsurance of capital gains or dividend distribution. MONTHLY INVESTMENT ILLUSTRATION $50 IN PLAN At the End of Your Plan* At the End of 6 Months (6 Investments) At the End of Year 1 (12 Investments) At the End of 2 Years (24 Investments) Total % of Total Investment** Total Investment** % of Total Investment** Total Amount % of Total Investments** 10 YEARS (120 INVESTMENTS) Total Investments $ 6,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00% $ 1,200.00 100.00% Less: Creation and Sales Charges 300.00 5.00 150.00 50.00 300.00 50.00 300.00 25.00 Net Amount Invested in Plan 5,700.00 95.00 150.00 50.00 300.00 50.00 900.00 75.00 15 YEARS (180 INVESTMENTS) Total Investments $ 9,000.00 100.00% $ 300.00 100.00 $ 600.00 100.00% $ 1,200.00 100.00% Less: Creation and Sales Charges 300.00 3.33 150.00 50.00 300.00 50.00 300.00 25.00 Net Amount Invested in Plan 8,700.00 97.67 150.00 50.00 300.00 50.00 900.00 75.00 25 YEARS (300 INVESTMENTS)*** Total Investments $ 15,000.00 100.00% $ 300.00 100.00 $ 600.00 100.00% $ 1,200.00 100.00% Less: Creation and Sales Charges 300.00 2.00 150.00 50.00 300.00 50.00 300.00 25.00 Net Amount Invested in Plan 14,700.00 98.00 150.00 50.00 300.00 50.00 900.00 75.00 * Assuming completion of your Plan. ** Investment means only your monthly plan investment and excludes any reinsurance of capital gains or dividend distribution. The 25-year schedule (300 investments) reflects the charges imposed on the 15-year Plan continued under Extended Investment Options. For an advanced investment options description, see page 12. 2. Account Fee You can also pay additional Account Fees to the Guardian for certain services provided by the Guardian or its affiliated savings and administrative services agent, Boston Financial. See Guardian on page 17. This additional Account Fee is described below. Completed Plan Fee: An annual fee of $12 or 2/10 of 1% of the Plan's Face Amount, whichever is less, will be charged if you have completed your Plan but have chosen not to hold Class N funds shares directly. See The Completed Plans and Exchanges on page 15. Inactive Account Fee: An annual fee of $12 will also apply to your Plan if you haven't completed your Plan and your plan is not current. See Keeping Your Plan Current on page 10. Termination Fee: A fee of $2.50 will apply to your Plan if you make a complete withdrawal or you terminate your Plan prior to completion. See End Your Plan on page 14. Returned Inspection Fee: For Plans issued before December 1st & lt;R>2000,</R> a fee of $2.50 will be charged to your Plan for any inspection or inspection of unverified pre-authorization by the bank where it is withdrawn & R> For Plans issued on or after 1 December 2000, a fee of $10.00 will be charged for each unexpected cheque. &R> Bank Wire Fee: $10.00 fee will be charged for each stock redemption with wire.</R> Fidelity Destiny IRA Maintenance Fee: If you have a Fidelity Destiny IRA, you will be charged a maintenance fee $10 and certain additional service fees. See Tax Beneficial Retirement Plan on page 5. The Guardian deducts this Account Fee from your Plan account. If possible, these fees are paid in advance of dividends and distributions. However, if These fees can be paid from the principal from the proceeds from the sale of Funds Shares in your Plan account. The Guardian has a lien on your shares to the extent of these rights. Except as described in this section of Fees and Expenses, there are no other fees or expenses incurred against the Plan or the Planholder's account (or deducted from dividends or distribution of Funds) to compensate the Guardian or Sponsor for their services. All other fees or expenses that may be charged to the Plan and the Planholder (or deducted from dividends or fund distribution) are paid voluntarily by the Fund or sponsors. Although there is no current intention to do so, the Funds and Sponsors are each entitled to pay such fees or expenses, and cause them to be charged against the Plan or The Plan Holder (or deducted from the dividend or distribution of the Fund). MAINTAIN YOUR PLAN DURING Plan You are calling for a monthly investment for a period of either 10 or 15 years, with the option to extend the 15-year Plan for a further 10 years. You may not be aware of the full benefits of your Plan unless you complete your Plan. You should carefully consider your ability to make monthly investments for the length of time it takes to complete your Plan before you start the Plan. This plan offers an Automated Investment Program to assist you in making your monthly investment. See the Automatic Investment Programme and Government Computation at & R>under</R>. If you stop making monthly investments, your ability to benefit from the average dollar cost will be reduced. See The Average and Diversification Of Dollar Costs below. If you stop making monthly investments and don't make any of your monthly investments in advance before your deadline, your Plan will no longer be present. A $12 inactivity account fee is charged annually if you have not completed your Plan and no investment has been made for a period of 12 months, after giving credit for any monthly investment advance payments you may make. This fee is deducted from dividends and distributions or, if this is insufficient, the Guardian reserves the right to obtain the required amount to pay his fees by selling funds shares from your Plan account. Under current policy, an investment is required within 6 calendar months to prevent the Plan from defaulting. Your plan can be terminated by sponsors or Guardians if they default. See Termination of Your Plan by Sponsor or Guardian on page 16. AGING DOLLAR COSTS AND DIVERSIFICATION The Destiny Plan was created to use the investment method with an average dollar cost. The average dollar cost is a strategy of buying a fixed dollar securities volume at regular intervals, regardless of the share price. In the Destiny Plan, you invest a fixed amount each month. Your monthly investment dollar amount buy more shares if the share price is low and less shares if the stock is High. The benefit of this method is that, over time, your average stock costs will be lower than the average price of the shares. The average dollar cost does not ensure profit or guard against losses. If you sell your Fund shares when the value is less than its cost, you will incur losses. Diversification can help you manage investment risks by reducing the volatility of the securities portfolio. The Destiny Fund is diversified, meaning that the Fund invests in a number of different securities. CHARACTERISTIC PLAN 1. Automated Investment Program and Government Religion To encourage and assist you in making monthly investments and eliminating the burden of writing checks every month, you can manage to have your investments made automatically by setting up an Automatic Investment Program or, if you are a member of the military, a government. How To Set Up, Change or End automatic & lt;R>I<R>nvestment P&R>rogram</R> ? To create an Automated Investment Programme, you will need to complete a Pre-authorization Inspection Transaction Form, include an invalid blank inspection, and send it to Boston Financial at least 15 days before the effective date of the Automated Investment Program. Boston Financial will then draft your bank account every month in the investment amount of the monthly Plan. To change your Automated Investment Programme, you must give written notice to Boston Financial at least 15 days before the effective date of such change. ? To terminate your Automated Investment Programme, you must give written notice to Boston Financial at least 5 days before the next scheduled draft date. How To Establish, Change or Terminate a Government Agreement ? Military personnel can establish a government agreement by completing an appropriate government cutting form. ? You may change or terminate a government agreement at any time by giving notice to your paying government office. ? Please get the form for &R>set up,</R> change, or terminate the government agreement from your paying government office. Boston Financial cannot supply you with these forms. 2. Collection Rights You may be eligible to pay a lower Creation and Sales Charge on any new Plan you purchased, or on an existing Plan where you increase the Face Amount, by aggregated their Face Amount with the following holdings registered to & lt;R>you,</R> family members<R>your nearest holdings, or certain fiduciary accounts</R>described below: (i) Face Amount for any current Plan, (ii) Class Shares, A Class T, Class B, and Class C of any Loyalty Advisory fund, (iii) Adviser B Class of shares and Class C Advisor of Treasury Fund shares, and (iv) Daily Money Class Shares The Prime Fund or Tax Exemption Fund is obtained through the exchange of any Fidelity Advisor & lt;R>f</R>und. In addition, when you buy a new Plan, or increase the existing Plan Face Amount, you may also be eligible to reduce Creation and Sales you pay future investments into any existing individual IRA Plan that is already at an investment size of $166.66 per month, and that is registered to you or your immediate family. The 10-year and 15-year plans cannot be combined for the purpose of taking advantage of these collection rights. To use this privilege, you or your investment professional must inform the Sponsor in writing that you wish to accumulate the Face Amount for each Plan eligible for the collection rights for the purpose of determining the applicable Creation and Sales Charges. Applications for each new Plan you purchase must be submitted at the same time you send your notice. Each Plan you own must be up to date by the time you send your notice. For collection rights, the Plan is considered as current if: ? It was finished and not redeemed; ? It has not been completed, but has at least a lot of investment recorded as there have been months that have passed since its inception or since its increase; or ? It is a qualified retirement plan, including the IRA. If one or more plans, other than qualified retirement plans, which are combined to take advantage of these privileges then stop making monthly investments and are no longer up to date, the remaining Creation and Sales Charges will be re-calculated to reflect the charges incurred to the current Permanent Plan or Plan. You can only incorporate a Plan registered to you, your spouse, your children under the age of 21, or trustee or other fiduciary for one trust estate or a single fiduciary account. For the purpose of this privilege, a fiduciary account includes pensions, profit sharing or other employee benefit trusts created pursuant to a qualified plan under Section 401 of the Inland Revenue Code, and trust estates or fiduciary accounts may have more than one beneficiary. This privilege is not available to any individual group whose funds are combined, directly or indirectly, for the purchase of redeemable securities of a registered investment company either jointly or through a trustee, agent, guardian or other representative for that individual group. 3. Distribution Unless you instruct otherwise, all dividends and other distributions, after the applicable deduction, are automatically used to purchase additional Class N shares of funds in the NAV at the date of record for distribution. No sales charges are made on any dividend or other distribution payments. You must instruct Boston Financial in writing if you wish to receive dividends and other distributions in cash rather than additional shares. Your instructions must be received at least seven days before the record date of dividend or distribution. You can change these instructions at any time. Distribution on IRA Destiny Reinvested Automatic. Dividends and other distributions are made on a one-fellow basis. After each distribution, the value of the drops according to the distribution amount. If you make an investment shortly before the date of the former dividend or distribution, you will pay the share price which includes the dividend or distribution amount. This is called buying dividends. Dividends and distributions, if declared, are usually paid annually by each Fund, and may be taxable to you. See Taxes on page 16. 4. Federal Income Tax Withheld Boston Financial may withhold 28% of any dividend or other distribution paid by the Fund and send that amount to the Inland Revenue Service as a credit against your tax liability, if any. The amount withheld may or may not be the same as the additional taxes you may owe to dividends or distributions. If you choose to allow this detention, the number of Fund shares purchased with the remaining dividends or distribution will be less than applicable. Detention is only available if your Plan re-approves dividends and other distributions. It is not available for tax-beneficial retirement plans, including the Fidelity Destiny IRAs. Refraining options can be initiated by submitting the Tax Holding Form, which is accrypted with your Plan Application, to Boston Financial at least 30 days before the option takes effect. Upon commencement, the detention option will remain in effect until you inform Boston Financial in writing to terminate the detention. 5. Voting Rights You Will receive at least 15 days' notice before any matter is submitted to the shareholders' vote of the Fund. The Guardian will vote on these matters in accordance with your instructions. If there are no instructions on how you wish to vote, the Guardian will vote on all votes of the Plan in the same proportion as it voted for shares for which it has received instructions from other Plan Holders in your Plan. The number of votes you are entitled to is based on the value of your investment dollar. If you wish to attend a meeting where the shares can be voted on, you may request Boston Financial to provide a proxy or otherwise make arrangements to proceed with your voting rights. 6. Making An Advance Investment You are usually expected to make 12 scheduled investments on a scheduled basis each calendar year. If you wish to complete your plan ahead of schedule, you can make a single or concurrent advance investment at any time during the lifetime of your Plan The total amount of your advance investment cannot exceed 48 investments in total over the life of your Plan. Advance investments that exceed this limit will be returned to you at the record address. This limit may be reduced for the transfer or transition of an IRA-qualified retirement plan or tax into, a destiny tax-qualified retirement plan, or if you pass away to allow your Plan to be completed at any one time by inheritance your beneficiary. Monthly investments can also be paid in one-time to make the current outstanding Plan. You paid the same Creation Sales Charges when you make an investment upfront as you do on a regular monthly investment. 7. Changing your Plan's Face Amount, You can increase your Plan's Total Face at any time. This is called making Face Changes to your Plan. You can choose a new Face Amount which is one of the monthly investment amounts shown in the table on pages 6, 7 and 8. &R> Within 12 months from the time you add your Plan Face Amount, you can reduce your Face Amount back to an amount not lower than the previous Plan's Face Amount.</R> Within 12 months from the time you open a new Plan, you can reduce your Total Face by 50%. This privilege is only available for plans with a Face Amount of at least $12,000 ($100 per month). You must submit your request for changes in the Plan Face Amount to Boston Financial or your representative along with the complete Plan Application for the new Face Amount. The increase in the face amount will not take effect until the Guardian receives a written instruction in good order from you & lt;R>and the monthly payment</R> first called by the new Plan. &R>If payment is called by the new Plan & lt;/R> not accepted by the Guardian within 3 months from the date of receipt of the instructions & R>written,</R> the face change request will be deemed to have been withdrawn. The reduced number of faces will not take effect until the Guardian receives a written instruction in good order from you<R> and the monthly payment & lt;/R> first called by the new Plan. If payments called by the new Plan are not received by the Guardian within 3 months from the date of receipt of the written instruction, a face change request will be deemed to have been withdrawn. &R> Whether you add or decrease your Face Amount, changes in Face Amount do not create new cancellations and refund rights. However, your Plan will be subject to the fees and deductions imposed on the same Face Amount Plan that opens at the time you change your Plan's Face Amount, as described in the prospectus which at that time effectively. The Creation and Sales Charges that you have paid on your existing Plan will resume and be used as a credit to the Creation and Sales Charges payable on your Plan, if any, at the time you change your Plan's Face Amount. Any additional Creation and Sales Charges payable on your Plan will be paid by diluting the shares held by your Plan.</R> 8. Advanced Investment Options If you purchase a 15-year Plan, you can continue to make monthly investments into your Plan after you complete all the scheduled investments, automatically activating the Extended Investment Options. If you purchased a 10-year Plan, you must first Your Plan Face Amount to the 15-year Plan and completes the Plan before activating Advanced Investment Options. You can make as many as 120 additional monthly investments, for a total of 300. Investments that exceed this limit will be returned to you at the record address. Your additional investment is to the same deduction as your last scheduled investment & R> and not subject to additional Creation and Sales Charges.</R> If you stop investing under Advanced Investment Options, and your Plan is not current for six consecutive months, sponsors or Guardians may terminate your Plan. 9. Partial Dissolution of Your Plan Typically, if you redeem all your Plan shares, your Plan will expire. However, you can sell less than all shares of your Plan without terminating your Plan. If you have owned your Plan for at least 45 days, you can direct the Guardian, as an agent, to sell up to 90% of the value of your Plan's shares, which are stated in dollars, and pay the proceeds to you. You can create partial dissolution as often as you want. Any partial sale of shares and cash withdrawals must involve at least $100. Where to Submit a Request. Your partial dissolution request should be sent to Boston Financial Data Services, Inc., P.E. Box 8300, Boston, Massachusetts 02266-8300. Your request must be signed and any required signature guarantee must be accepted in the appropriate order before any withdrawal or liquidation can be exercised. Signature Guarantee May Be Required. If your partial liquidation results in cash withdrawals are more than $100,000, if the result is sent to an address other than a record address, or if the result is due to someone other than the account record owner, a signature guarantee is required. A signature guarantee is also required if you have changed your address within 30 days of your partial liquidation request. A signature guarantee is a widely accepted way to protect you and Fidelity by guaranteeing the signature that appears on your request. Signature guarantees cannot be provided by a notary public. Guardians will receive signature guarantees from banks, brokers, dealers, municipal securities dealers, municipal securities brokers, government securities dealers, government securities brokers, government securities brokers, credit unions (if authorized under state law), national securities exchanges, registered securities associations, clearing agencies and savings associations. Phone Request. You can also partially liquidate by phone by calling 1-800-225-5270, as long as you do not withdraw more than $100,000 from your Plan and your request does not require a signature guarantee. &R> Bank wires. You can also partially redeem via the Federal Reserve Wire System by contacting Boston Financial at 1-800-225-5270. You must register for the wire feature at least 5 days before using it. Please contact your investment professional or Boston Financial to confirm that this feature is provided on your account. You must specify a U.S. commercial banks where you want redemption results are deposited. To add wire features or change the designated bank accounts to receive redemption results at any time before making a redemption request, you will need to send a letter of instruction, including </R> </R> signature guarantee and invalid blank cheque, to Boston Financial Data Services, Inc. P.O. Box 8300, Boston, Massachusetts 02266-8300. A $10.00 fee will be charged for each stock redemption with wires. Redemption Price and Proceeds. The redemption price for partial dissolution will be & R> at </R> NAB&R> calculated </R> after <R>order&R> you received in the correct form &R>lt;lt;/R>. Partial dissolution requests must be <R>received at lt;/R> 4:00 p.m. Eastern time to receive NAB that day. You will receive the proceeds via cheques made payable as the account is registered and sent to the record address. Typically, you will be sent as a result of partial liquidation within seven calendar days from the time Boston Financial receives the request. However, Boston Financial will not mail redemption of revenue until a cheque received for the purchased shares has been cleared (which may take up to 7 calendar days). Consequences of certain Taxes: Your Responsibilities. You may be aware of capital gains or losses for federal income tax purposes on partial liquidation. If the assets from IRA Fidelity Destiny are directly distributed to you, you will be liable for any income tax payable on distribution and, if you are under the age of 59 1/2 years, you may be liable to a early distribution penalty if the asset is not reinvested into another IRA within 60 days from the date of receipt of the distribution. You may also be responsible for any transfer or other taxes that may be imposed on any partial liquidation or replacement. Replacement Options. If you dissolve some of your Plan's shares, you may, but are not obliged to replace the shares by re purchased it, up to the total original sale dollar, at any time after 90 days from the date of original sale. If you own a Fidelity Destiny IRA, you can replace the shares by buying it back, up to the total amount of dollars in original sale, at any time after 45 days from the date of original sale. You may replace the Plan shares at any time after 90 days (45 days for IRA Destiny Fidelity), and a replacement does not need to be made in a single transaction. However, the amount of any share repurchase following partial dissolution must be at least 25% of the dissolved amount or $500, whichever is less. Partial liquidation replacement should be clearly identified to distinguish them from additional investments. The Guardian or Boston Financial may require additional documentation. Your replacement will be used for the purchase of Fund shares on the next specified NAV. Partial dissolution and replacement privileges are intended to facilitate the temporary use of the funds invested in your Plan for emergency purposes. The sponsor reserves the right to number of transactions you can use to replace partial liquidation and to charge as, in its judgment, it is necessary to comply with the requirements of Rule 2830 of the National Association of Securities Dealers, Inc. (NASD) Rules. 10. Systematic Withdrawal Program When you have completed your Plan, you can choose to start the Systematic Withdrawal Program. You can also start a Systematic Withdrawal Plan before completing your plan if you provide Boston Financial with a written notification that you do not intend to make any additional investments. If you resume investing in the first year of your Plan, you may want to consider stopping the systematic withdrawal program due to ales <R>S&/R>and &R>C>R>reation <R>C>R>harges. If you have an IRA Fidelity Destiny and aged 59 1/2 years or older you do not need to complete the Plan&R>you,</R> or provide a notification that you do not wish to make additional investments, before you begin the Systematic Withdrawal Program. To start the program, you instruct the Guardian, as your agent, to withdraw the necessary shares from your Plan account so that the Guardian can make a fixed cash withdrawal on the first day of each month or quarterly. You can authorize cash withdrawal for any amount, subject to a minimum of $50. Sponsors have set a minimum of $50 for administrative facilities: it should not be considered as the recommended amount of Systematic Withdrawals. You can change the amount of withdrawal dollars or stop the Systematic Production Program at any time. Your plan will remain in full force and effect with all rights and privileges until all shares have been withdrawn from your account. Although the Systematic Withdrawal Program is in force, you cannot choose to receive dividends and distributions in cash. You should be aware that withdrawals in excess of dividends and distributions paid on your Plan shares will be made from the principal and can eventually finish your Plan account. Therefore, this withdrawal should not be considered as income on your investment. You can also be aware of capital gains or losses for federal income tax purposes during payment of each withdrawal. If you purchase two or more plans, it is a disadvantage to participate in the Systematic Withdrawal Programme on the completed Plan and at the same time still make monthly investments on unexpected plans. The sponsor reserves the right to cease offering the Systematic Withdrawal Programme at any time after giving 90 days' notice to all Planholders who have not yet chosen to participate in the programme. If you're joining the program at that time, you'll be allowed to continue with your programs. Sponsors are not contemplating ending the program. 11. Transfer or Assign Your Rights in To obtain a loan, you may submit your rights, property rights and interests in all<R>,</R> or part of your Plan<R>,</R> to another bank or lending institution. You may not give up your rights in the Plan if it is the Loyalty Destiny IRA, UTMA Plan, or UGMA Plan. Additional Extras is required by the lending institution. For more information on forms and procedures required, please contact Boston Financial at 1-800-225-5270. You may also transfer your rights, title and interest to another person whose rights will only be a complete withdrawal privilege from the Plan, or transfer your rights, title and interest to another person, trustee, or guardian acceptable to the Sponsor, who has applied to the Sponsor for the same Plan. Additional documentation may be required. Boston Financial or your representative will provide you with the appropriate task form. You will be responsible for any transfer tax that may apply. 12. Transfer of Shareholder Broker may change the broker/record dealer's firm for its account by sending a letter of instruction to State Street Bank and Trust Company, Custodian c/o Boston Financial Data Services, Inc. P.O. Box 8300, Boston, MA 02266-8300. 13. Rights of Cancellation and Refund of Rights of Cancellation 45 days. You have certain cancellation rights. Within 60 days of your initial investment in the new Plan, the Sponsor will send a notice of these rights. If you choose to cancel your Plan within 45 days from the date of the mail of the notice, you will receive a cash refund equal to the amount (1) the total net asset value of the Fund shares credited to your Plan account on the date the cancellation request is received by Boston Financial and (2) the amount equal to the difference between the investment amount made under the Plan and the net amount invested in the Fund shares. Revocation right of 18 months. In addition, you may cancel your Plan at any time within 18 months of your initial investment by sending a written instruction to Boston Financial. If you cancel your Plan after the 45-day cancellation period described above has expired but before the cancellation period of 18 months expires, you will receive a cash refund equivalent to the amount (1) total net asset value of the Fund shares credited into your Plan account on the date the cancellation request is received by Boston Financial and (2) the amount in which the Creation and Sales Charges are deducted from your investment amount. Where to send Requests. To receive the above refund, you must send a written cancellation request to the Boston Financial Data Service, Inc., P.E. Box 8300, Boston, Massachusetts 02266-8300. For your protection, if your refund amount will be more than $100,000, if the result is sent to an address other than the record address, if the result is due to someone other than the account record owner, or if you have changed your address within 30 days of your cancellation request, your request must be signed by all owners and you must include Reinstatement After Cancellation. If you exercise exercise and Right to Refund and redeem your Plan, you may not refund as a result of such cancellation or refund in the NAV, except as described under the Reinstatement Plan on page 15. You may be aware of capital gains or losses for federal income tax purposes at the time of redemption. Notice. Sponsor will send a written notice of cancellation rights for 18 months if, within the first 15 months after the issuance of your Plan, you have missed three or more investments, or if, after the first 15 months but before the end of 18 months of withdrawal of your Plan, you have missed one investment or more. If the Sponsor has previously sent a notice within the first 15 months after the issuance of your Plan, a second notice will not be sent even if the additional investment is not generated. This notice will notify you of the cancellation rights of your Plan, and will include the value of your Plan and the amount you are entitled to receive upon cancellation, on the date of notice. 14. Terminate Your Plan, You may terminate your Plan in full at any time by redeeming all your shares. However, if you terminate your Plan before completing all scheduled investments, the percentage of your investment amount to be paid as Creation Charges and&R>Sales will</R> higher than if you have completed your Plan. You can also partially dilute your Plan. See Partial Dissolution of Your Plan on page 12. If you terminate your Plan for more than 60 days from the date of the plan being issued, you may avoid paying any commission which the security merchant may charge to terminate your Plan by sending a written notice of termination to Boston Financial. If your Plan is incomplete, a charge of $2.50 will be made to terminate your Plan. Options after Termination. Upon termination of your Plan, you may choose to hold the Fund shares directly by directing the Guardian to deliver any or all of the accumulated Fund shares in your Plan for at least 60 days, properly registered in your name, to the Fidelity Service Company, Inc., the fund's transfer agent. You may change your Fund shares for Class A or Class T shares for any & lt;R>unds</R>Loyalty Advisor. You can also receive cheques for revenue by directing the Guardian, as your agent, to withdraw shares, redeem them, and send you proceeds. For more information, see The Completed Plans and Exchanges on pages & lt;R> 15 </R>and Exchange Shares on page F-11 of the Fund prospectus. Where to send Requests. Termination requests must be sent to Boston Financial Data Services, Inc., P.S. Box 8300, Boston, Massachusetts 02266-8300. Your termination request and any warranties required must be accepted in the appropriate order before any withdrawal or liquidation can be implemented. For your protection, if your total revenue from termination will exceed $100,000, if the result is sent to an address other than the record address, if must be paid to someone other than the account records owner, or if you have changed your address within 30 days of your cancellation request, your request must be signed by all registered owners and you must include a signature guarantee on your termination request. &R>Bank wires. You can redeem your shares via the Federal Reserve Wire System by contacting Boston Financial at 1-800-225-5270. You must register for the wire feature at least 5 days before using it. Please contact your investment professional or Boston Financial to confirm that this feature is provided on your account. You must set a U.S. trading bank account where you want the redemption results to be deposited. To add wire features or change the designated bank accounts to receive redemption proceeds at any time before making an redemption request, you will need to send an instruction letter, including signage guarantee and an empty cancelled cheque, to The Boston Financial Data Service, Inc. P.O. Box 8300, Boston, Massachusetts 0226-8300. A $10.00 fee will be charged for each stock redemption with wire.</R> Redemption. The redemption price of your funds will be at the NAV calculated after your order is received in the appropriate form. A termination request must be received at 4:00 P.m. Eastern Time to receive the NAV of the day. You will receive the proceeds via cheques made payable as the account is registered and sent to the record address. Usually, you will be sent a result within seven calendar days from the time Boston Financial receives your termination request. The redemption rights of the Fund shares may be suspended at times when the New York Stock Exchange is closed or if the Securities and Exchange Commission has determined that a particular emergency exists. If the share redemption rights are suspended, the Fund's shares cannot be redeemed, and therefore, cash withdrawals cannot be made. 15. Completed Plans and Exchanges Once you complete your Plan, you may choose to hold funds shares directly by directing the Guardian to deliver any or all of the accumulated Fund shares in your Plan, properly registered in your name, to the fund transfer agent. An annual fee of $12 or 2/10 of 1% of the Plan's Face Amount, whichever is less, will be charged if you have completed your Plan but are selected not to hold the Fund's shares directly. The fund shares held by you can directly be changed at the NAV for & R></R>Class A or Class A shares of any Loyalty Advisor unds, subject to minimum initial investment requirements. To switch to Fidelity Advisor & lt;R>f</R>und, you need to complete the Loyalty Advisory Fund application. FMR is an investment advisor of Loyalty Advisor & lt;R>f</R>unds. For more information, see Stock Beca on the page fund prospectus. Changes between the two Plans are not allowed, or may change between this Plan and Assessment Plan I: O or Destiny Plan II: II: offered through a separate prospectus. The shares of any class of Destiny I hold by the Plan cannot be converted for shares of any class of Destiny II, or may share any class of Destiny II held by the Convertible Plan for shares of Destiny I. 16. Reinstatement Plan You may reset the terminated Plan without any Creation and Sales Charges on the amount reinstated during the original duration of your previous Plan under the same account registration as your previous Plan. You must reinstate you within 90 days of your completion of your previous Plan. You do not need to reinstate all results you received during termination, but you must reset at least 10% of the gross revenue from termination of your previous Plan. When you reinstate your Plan, your new plan will be the same type of Plan, and invest in the same class of Fund shares, such as your former Plan, in the NAV the next class is determined after your reinstatement request is well received by Boston Financial. You may terminate your tax-beneficial Retirement Plan account and resume assets in other tax-bearing retirement accounts without any scrap sales charges you want as long as the only difference between the previous plan account registration and the new Plan account is the name of the tax-beneficial retirement account type. You might want to consult a tax adviser before terminating a tax-beneficial retirement account. If you terminate your previous Plan and redeem your shares under the Cancellation and Refund Rights described on page 14, you cannot refund as a result of such cancellation or refund at the NAV until all refunded Creation and Sales Charges returned in the cancellation have been deducted from the replaced amount. The privilege of revival of this plan is separate from the partial dissolution privileges described on page 12. When you reinstate your Plan, your new Plan will resume on the same monthly investment number that should have been paid if you have not terminated your previous Plan. Your plan will be credited for all monthly investments made to your previous Plan. The monthly investment amount to be made on your Plan will remain the same. Sponsors may, from time to time, extend the plan's reinstatement privileges beyond the 90-day period on the terms described above. The extended reinstatement period will not be available unless the Sponsor has set a period of time where the 90-day reinstatement period has been extended. You should be aware that if you terminate your Plan, you may be aware of profits or losses for federal income tax purposes, but if you recount some or all of the proceeds in your Destiny Plan within 30 days of termination, you may not recognize the loss for federal income tax purposes. 17. Taxation For tax purposes, you will be treated as a direct owned Fund share. Prospectus Portfolio Destiny Loyalty better explains how dividends and distribution distributions paid to you or reinvested for you may be taxed to you. You assume responsibility for any tax payable in respect of any realised gains on sale or transfer by the Guardian or sponsor of fund shares or other property credited to your account in accordance with the provisions of your Plan and for any taxes levied or evaluated in respect of shares in the Fund or income from shares of the Fund, not the Guardian or sponsor. For more information, see Tax Consequences on page F-12 of the Fund prospectus. Appropriate notice of taxable distribution will be sent to you if necessary. The basis for your share costs is the amount you pay for the shares, including Creation and Sales Charges and the cost of any redacted distribution. If you own a Loyalty Destiny IRA and your deduction item, you may be able to claim multiple deductions for any administrative fees or trustees incurred in connection with the IRA if the fee is billed separately or paid separately. 18. Termination of Your Plan by Sponsor or Guardian Although the Plan may call for a permanent investment within 10 years or 15 years, either the Sponsor nor the Guardian may terminate your Plan up to 300 investments have been made unless the Plan is by default or unless the Fund's shares cannot be obtained and a replacement is not made. See Replacement of Basic Investments in &R>bottom</R>. Typically, the default plan if no investment is made for six consecutive months. However, under current policy, the Plan does not default if one investment has been made within six months of the calendar year. Although sponsors do not intend to do so, Sponsors reserve the right to change the current default policy in the future. The default period will not start until you are granted full credit for the amount of any advance investment you have made. After 300 investments, or if other events justify termination, a Sponsor or Guardian may terminate your Plan with 60 days' written notice by sending a notice of termination at the address shown on the registration of your Plan account. Notice will ask you to choose to have the Plan distributed either in cash or in shares of the Fund (along with the cash value of any fractional shares) after deducting for all allowable charges, fees and expenses. Upon termination, the Guardian, acting as your agent, may surrender for liquidation whether all the Fund shares credited into your Plan or sufficient fund shares to pay all allowable deductions and not leave the shares fractional. The Fund shares and any cash balance after paying all allowable deductions will be held by the Guardian for delivery to you. No interest shall be payable by the Guardian on any cash balance. If you do not responding within 60 days after the notice of termination is sent to you, the Guardian, at its discretion, may at any time thereafth fully discharge its obligations by check the dissolution value of funds shares to you. You will not have further rights under this Plan unless the cheque is returned to an undelivered Guardian, the Guardian will continue to hold this asset for your benefit, subject only to any applicable escheatment laws. The Guardian has no obligation to pay interest on or to refrain from cheques back to it. REPLACEMENT OF UNDERLYING INVESTMENT Sponsor may replace other investment medium shares as a fundamental investment if it thinks the replacement is in the interest of the Plan holder. The replaced shares shall be generally comparable in character and quality to the present Fund's shares, and shall be registered with the SEC under the Securities Act 1933. Before any replacement can be executed, the Sponsor must: (a) obtain an order from the SEC approve the replacement; (b) give written notice of the proposed replacement to the Guardian; (c) give written notice of the proposed replacement to each Planholder which includes a reasonable explanation of the shares of new funds, with the advice that, unless the Plan is kept within 30 days from the date of commencement of the letter, you shall be deemed to have agreed to the replacement and have agreed to bear the pro rata expenditure and tax portion thereof; and (d) prepare the Guardian with a signed certificate stating that due notice under this provision has been given to each Plan Holder. If your Plan is not surrendered within 30 days from the date of delivery of the notice to you, the Guardian shall purchase new shares for your Plan with any dividend or distribution which may be reinvested for your Plan. If the new shares will also be replaced for shares held by your Plan, the Sponsor must arrange to have the Guardian given, without payment of sales charges or fees of any kind, with the new shares having an aggregate value equal to the value of the shares in which they need to be changed. If the Fund shares are not available for purchase for a period of 120 days or more, and the Sponsor fails to replace other shares, the Guardian may, but is not required, either choose another basic investment or terminate the Plan. If the Guardian chooses a replacement investment, it must first obtain an order from the SEC to approve the replacement, as stated above, and shall then inform each Plan Holder. If, within 30 days of sending you the required notice, you give you written approval of the replacement and agree to bear the pro rata portion of the actual expenses, including tax liability suffered by the Guardian, the Guardian may thereafter purchase the replaced shares. Your failure to grant written approval on the replacement within 30 days will give the Guardian a party to terminate your Plan. AM Terms of the Plan are set out in the Guardian Agreement, which is governed by law of Massachusetts. This plan is an investment unit trust under the Investment Companies Act 1940, and registered with the SEC. Registration with the SEC does not imply the supervision of management practices or management policies or investments by the SEC. No Plan certificate is provided. Fidelity Destiny Portfolios doesn't offer Class N shares directly to the public. Loyalty Systematic Investment Plan is now offered for sale in all states. In addition to the two plans offered in this prospectus there are two series of other fidelity Systematic investment plans: Destiny Plan I: O and Destiny Plan II: O (O Plans). Plan O has been closed to new investors since 15 December 1999. Organizational policies, management and investment of Fidelity's Destiny Portfolio are fully described in the Fund's prospectus beginning on pageS F-1. Generally, the shares of the Fund bought on the NAV are subsequently calculated after your investment is received with a good order by the Guardian. Dividends and distributions received on shares of the Fund will be reinvested by the Guardian, after making the allowable deduction, in additional shares of the Fund at that time unless instructed by the Sponsor or unless you instruct Boston Financial to send it to you in cash. Commission between 41.7% to 92.4% of total Creation and Sales Charges will be paid to authorized investment broker-dealer firms and mutual fund traders who are NASD members and have implemented the Destiny Sales Dealer Agreement with Sponsors. From time to time sponsors can increase commissions paid to broker-dealing firms to 100%. The 12b-1 fee can also be paid to the dealer of this broker. The broker's traders are independent contractors. Nothing in this prospectus or in literature or other confirmation issued by a Sponsor, Guardian or Boston Financial includes a word of attorney or commission, making any broker-dealer, partner, employee or agent sponsor, Guardian or Boston Financial. Sponsors, Guardians or Boston Financial are not responsible for any actions or obligations of any trader or investment broker. CusTODIAN State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts, is the Guardian for the Plan under the Guardian Agreement with sponsors and maintains the custody of the Plan. The plan service is provided by the Guardian or its affiliated storage and administrative services agent, Boston Financial Data Services, Inc. (Boston Financial). Acting as your agent, the Guardian assumes responsibility for many details of your Plan's administration. All correspondence should be addressed to the Boston Financial Data Service, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300 or your representative. The Guardian has delegated certain administrative functions to Boston Financial, an ally of the Guardian. Under delegate arrangements, the Guardian pays to Boston Financial all a portion of the fees and charges made in the course of performing the administrative functions. Boston Financial Mail to each Holder's receipt plan for each investment, statement of the number of shares held in the Plan, notices, including notices of distribution and tax returns, reports to shareholders, prospectuses and proxy materials. You send your investment into the Plans for Boston Financial. After making the allowable deduction, Boston Financial uses the money for the purchase of Fund shares. Investment in Assessment Plan I: N purchased Class N Destiny I. Investment shares in Destiny Plan II: N bought Class N shares of destiny II. The Guardian holds these Fund shares in its custody, receiving dividends and distributions which, at your option, may be sent either to you or reinvested in additional Fund shares. The Guardian causes periodic audits to be taken from records maintained in connection with the Plan, unless the audit is arranged by the Sponsor, and provides other reports required by law. &R> The Guardian only assumes the obligations specifically imposed on it under the Guardian Agreement with the Sponsor. These obligations do not include investment duties that are usually imposed on trustees. The Guardian is not responsible for the basic investment options, for the investment policies and practices of the Fund manager or for the actions or ganisers of the Sponsor.</R> &R> The Guardian Agreement cannot be amended to affect your rights and privileges without your written consent, or perhaps the guardian resigns unless the successor has been set and has accepted custody. The successor must be a bank or trust company with unwavering capital, surprehension and profit of at least $2,000,000. The Guardian may be changed without notice to you or your approval. The Guardian may </R> terminate its obligation to accept the new Plan for the guardian if the Sponsor fails to perform certain activities, it is required to perform under the Guardian Agreement or if the Guardian terminates its custody on 90 days' notice after the third year of the Guardian Agreement, or at 30 days' notice after the expiry of the SPONSORship of Fidelity Distributors Corporation (Distributors or Sponsors), 82 Devonshire Street, Boston, Massachusetts 02109, is a Massachusetts corporation organized on July 18. It is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of NASD. Sponsor Directors and Executive Officers are listed below. Paul J. Gallagher, Director (1998 - present), is President of the Fidelity Service Company, Inc. Kevin J. Kelly, Director (1999 - present), is the President of the Fidelity Investments Institutional Services Company, Inc. Edward L. McCartney, Director and President (1999 - now), is executive Vice President of Fidelity & R>Personal Investments & R;lt;Personal Investments & R &R>Gail Pengarah (2000 </R> </R> now) is the President of Fidelity Personal Investment. <R>Michael W. Kellogg, Executive Vice President (2000 - present) is the Executive Vice President of Fidelity Investments Institutional Services Company, Inc.</R> Eric Roiter, Vice President and Clerk (1998 - now), is Senior Vice President and General Counsel FMR. Jane Greene, Treasurer and Guard (1999 - now), is an employee of FMR Corp. & lt;R>J. Gregory Wass,</R> Assistant Treasurer & R>(2000 - now)</R>, is an employee of FMR Corp. Jay Freedman, Assistant Clerk (1996 - present), is an employee of FMR Corp. <R>Linda Capps Holland, Assistant Clan officer & Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Clerk & Clerk; Compliance (2000 - present), is an employee of FMR Corp. Linda Capps Holland, Assistant Ker&lt Officer/R> Within the twelve months ended 30 September 2000, Sponsors officers received no compensation from sponsors for their services to sponsors. All Officers and Sponsor employees are now covered by brokerage blanket bonds in the amount of $100,000,000. Sponsors are affiliates of FMR, both of which are children&R>companies</R>wholly-owned FMR Corp. Sponsors are the main underwriters for other Fidelity funds whose shares are offered for sale to the public and are the sponsors for other unit investment trusts for the consensus of fidelity fundraising. FMR is an advisor to the funds in the fund fidelity family. Family members of Edward C. Johnson 3d are major shareholders of the ordinary class of shares representing approximately 49% of FMR Corp. voting power under the Investment Companies Act 1940 (Act 1940), control of the company's shares is considered where an individual or group of individuals owns more than 25% of the company's voting shares; Thus, & lt;R>family members<R> Johnson may be considered under Act 1940 to form a control group with respect to FMR Corp. Edward C. Johnson 3d is also the Chairman, Chief Executive Officer and director of FMR Corp., and director, Chairman of the Board and Chairman of the Executive Committee of FMR. Mr. Johnson's daughter, Abigail P. Johnson, is director of FMR Corp. and Vice President of certain Fidelity equity funds. Ms Johnson is also a member of the Mutual Fund Advisory Board ILLUSTRATION OF TWO HYPOTHETICAL DESTINY PLANS HYPOTHETICAL MONTHLY ASSESSMENT PLAN I: N Table below considers an initial investment of $50 and subsequent investment of $50 per month in the 15-year Plan with income, dividends and capital gains distribution invested in additional shares. Illustration includes the effect of expenditure paid by Class N. No adjustments made for any income tax payable by investors on the distribution of capital gains and reinvested dividends. This table covers the period from October 1985 to September 2000, with all investments made at the end of each month. This period is one of the most widely variable ordinary share prices. Widespread. the historical performance is based on historical performance and should not be considered a representation of the investment decisions you will get if you start the Plan today. Your plan does not guarantee profits or protect against losses. When you sell your stock, they may be worth more or less than you paid for them. Investment No. Fiscal Year Ended Cumulative Investments Creation and Sales Charges Total Value of Plan(A) <R>1 - 12 Sept-86 $ 600.00 $ 300.00 $ 307.88</R> <R>13 - 24 Sept-87 1,200.00 0.00 1,146.19</R> <R>25 - 36 Sept-88 1,800.00 0.00 1,663.48</R> <R>37 - 48 Sept89 2,400.00 0.00 2,874.81</R> <R>49 - 60 Sept-90 3,000.00 0.00 2,878.39</R> <R>61 - 72 Sept-91 3,600.00 0.00 4,941.24</R> <R>73 - 84 Sept-92 4,200.00 0.00 6,184.71</R> <R>85 - 96 Sept-93 4,800.00 0.00 8,440.42</R> <R>97 - 108 Sept-94 5,400.00 0.00 10,012.08</R> <R>109 - 120 Sept-95 6,000.00 0.00 13,345.49</R> <R>121 - 132 Sept-96 6,600.00 0.00 15,989.38</R> <R>133 - 144 Sept-97 7,200.00 0.00 22,295.50</R> <R >145 - 156 Sept-98 7,800.00 0.00 24,623.79</R> & lt;R>157 - 168 Sept-99 8,400.00 0.00 29,645.52</R> & lt;R>169 - 180 Sept-00 9,000.00 0.00 29,024.91</R> &R> $9,000.00 $300.00 TOTAL $29,024.91</R> (A) The Plans commenced operations on April 30, 1999. Total Returns before that date is based on historical results of Class O shares in funds, restated to reflect higher 12b-1 agent expenses and transfers applicable to Class N shares of funds. Total Returns is determined by Destiny I's fiscal final year NAB. ILLUSTRATION OF HYPOTHETICAL MONTHLY ASSESSMENT PLAN $166.66 MONTHLY I: N The table below considers an initial investment of $166.66 and subsequent investment of $166.66 per month in the 15-year Plan with income, dividends and capital gains distribution invested in additional shares. Illustration includes the effect of expenditure paid by Class N. No adjustments made for any income tax payable by investors on the distribution of capital gains and reinvested dividends. This table covers the period from October 1985 to September 2000, with all investments made at the end of each month. This period is one of the most widely variable ordinary share prices. The results shown are based on historical performance and should not be considered a representation of the investment decisions you will get if you start the N Plan today. Your plan does not guarantee profits or protect against losses. When you sell your stock, they may be worth more or less than you paid for them. Investment No. Fiscal Year End Cumulative Investment Creation and Sales Total Value Plan (A) & lt;R>1 - 12 Sept-86 $1,999.92$ $ 1,026.22</R> <R>13 24 Sept-87 3,999.84 0.00 3,820.47</R> <R>25 - 36 Sept-88 5,999.76 0.00 5,544.72</R> <R>37 - 48 Sept-89 7,999.68 0.00 9,582.32 49 - 49 Sept-89 7,999.68 0.00 9,582.32 49 - 49 Sept-89 7,999.68 0.00 9,582.32 49 - 49 Sept-89 7,999.68 0.00 9,582.32 49 - 49 Sept-89 7,999.68 0.00 9,582.32 49 - 49 Sept-89 7,999.68 0.00 9,582.360</R> <R>Sept90 9,999.60 0.00 9,594.25</R> <R>61 - 72 Sept-91 11,999.52 0.00 16,470.16</R> <R>73 - 84 Sept-92 13,999.44 0.00 20,614.88</R> <R>85 - 96 Sept-93 15,999.36 0.00 28,133.61</R> <R>97 - 108 Sept-94 17,999.28 0.00 </R> </R> <R>109 - 120 Sept-95 19,999.20 0.00 44,483.18</R> <R>121 - 132 Sept-96 21,999.12 0.00 53,00295.80</R> <R>133 - 144 Sept-97 23,999.94 0.00 74,315.36</R> <R>145 - 156 Sept-98 25,998.96 0.00 82,075.99</R> <R>157 - 168 Sept-99 27,998.88 0.00 98,814.42</R> <R>169 - 180 Sept-00 29,998.80 96,745.83</R> $ <R> 29,998.80 $ 999.96 JUMLAH $ 96,745.83</R> (A) Rancangan memulakan operasi pada 30 April 1999. Total Returns before that date is based on historical results of Class O shares in funds, restated to reflect higher 12b-1 agent expenses and transfers applicable to Class N shares of funds. Total Returns is determined by Destiny I's fiscal year-end NAV. GLOSSARY Plan Ready: Plan A is completed once the Face Plan is invested. Contract Plan: A type of capital raising plan where investors make a strong commitment to invest a certain amount of money in the fund within the stipulated time frame. Current Plan: Plan where there are at least a lot of investments recorded as there have been months gone by since the establishment of the plan. The Completed Plan that has not been redeemed is the Current Plan. A tax-beneficial retirement plan is the Current Plan. Average Dollar Cost: The system buys a fixed dollar securities volume at regular intervals, regardless of the share price. This method can result in a lower average cost than the average price where securities are purchased because investment volume fixed dollars buy more shares when the share price is low and less stock price when the share price is high. Face Amount: The total dollar of investment required to complete a specific plan. For example, $300 a month, the 15-year plan will have a Face Total of $54,000. Facial Changes: Increasing or reducing the amount of dollars needed to complete a specific plan is known as Facial Change. Joint Funds: An investment company that raises capital from shareholders and invests in stocks, bonds, options, or other securities. Mutual funds offer investors the advantages of diversity and professional management. Collection Rights: The right to reduce creation and sales charges paid on two or more plans based on the total Face Amount of the Plan. Systematic Investment Plan or Periodic Payment Plan: An investment programme in which an investor invests a sum of money set in the fund at regular intervals. Contract Plan is a systematic type of investment plan. Investment Trust Unit (UIT): An investment company with its own securities portfolio where it invests. It sells stakes in this portfolio in the form of redeemable securities. Investment trust units are organized under the investment indent of the trust, not the corporate charter. &R>INDEPENDENT ACCOUNTANTS REPORT To&R> <R>Directors of Loyalty And Investor Distributor Corporation under Investment Plan Fidelity: Slow Destiny I: N and Slow Destiny II: N:</R> <R> In our opinion, accompaniment </R> </R> related assets and liabilities and operating statements and changes in net assets invested in Fidelity Systematic Investment Plan shares: Destiny Plan I: N and Destiny Plan II: N (formerly known as Assessment Plan I: New Plan and Destiny II: New) (Plan) that comes fairly, in all important aspects, in all important aspects, the financial position of the Plan on 30 September 2000, and the results of their operations and changes in their net assets for the year ended 30 September 2000 and for the period 30 April 1999 (the commencement of the sale of Class N shares) to 30 September 1999, in accordance with the generally accepted accounting principles in the United States. These financial statements are the management responsibility of the Plan; our responsibility is to express an opinion on these financial statements based on our audit. We have conducted an audit of these financial statements in accordance with the generally accepted auditing standards in the United States which require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of significant misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall presentation of the financial statements. We believe that our audit includes verification of securities on 30 September 2000 by correspondence with the guardian, providing a reasonable basis for the opinions set out above. <R>Boston, Massachusetts PricewaterhouseCoopers LLP November 10, 2000</R> Pelan Pelaburan Sistematik Kesetiaan: Pelan Takdir I: N Penyata <R>Kewangan Aset dan Liabiliti September 30, 2000</R> <R>Aset: Sekuriti syarikat pelaburan: 140,733 saham Takdir Kelas N yang saya pegang untuk pelabur, bernilai $ 21.90 sesaham (Nota 1) (kos purata $ 3,245,380) Tunai Penghutang untuk Takdir Kelas N saya saham dijual Lain-lain penghutang Jumlah aset $ 3,081,352 1 15,790 3,044</R> 3,293 $ 3,103,479 Liabiliti: Perlu dibayar <R>untuk Kelas N Takdir saya saham yang dibeli Dibayar kepada pemegang pelan untuk Takdir Kelas N saya saham dijual Dibayar kepada penjaga, penaja dan broker /peniaga (Nota 3) Jumlah liabiliti Aset Bersih (Nota 2) (bersamaan dengan $ 21.83 sesaham) 1,852 2,645 26,320 30,817 $ 3,072,662</R> <R>Penyata Operasi</R> Tahun Berakhir <R>30 September 2000 Untuk tempoh April 30 April 2000 , 1999 (beginning the sale of Class N shares) through September 30, Investment Income 1999:</R> <R>Distribution received on Class N Destiny I shares from net investment income Expenditure (Note 3): Net investment income income fee of $4,552 11,400 (6,848) $</R> -- -- Realizing and Profit not & lt;R>realised Investments: Complete and partial dissolution, including Destiny I: Class N shares sent to investors at market value: Revenue received Destiny Cost I: Net Realised & lt;/R> Realised & lt;/R> on the Net Dissolution Plan (decrease)/increase in net unrealised appreciation and profit/(loss) on shares of the Distribution Plan received on Class N Destiny I shares from the net realised profit on Net investment (decrease)/increase in net assets resulting from operations 242,140 (247,44) (5,284)1525) (160,809) 43,497$ (124,160) 4,814 (4,841) (27) (8,503) (8,530) -- $ (8,530) Accompanying notes part of the disclosure was partial. Destiny Plans I: N - Financial Statements - continued & lt;R>Statements of Changes in Net Assets Invested in Shares of Destiny I: N<> & lt;R>Year Ended September 30, 2000 For the period April 30, 1999 (commencement of sale of class class 1999</R> & lt;R>Total Share Share Shares</R> & lt;R>Net assets at beginning of periods during period: From investor payments: Less Creation and Sales Charges (Note 3) Balance invested in Destiny I: Class N shares Net investment income and net reald gains on investments Less: Cash distributions to investors Balance reinvested in Destiny I: Class N shares Net reald gain/(loss) on planation liquid net increase/(decrease) in unrealized appreciation Total Deductions during period : Redemptions and cancellations of Destiny I: Class N shares Net assets at end of age $160,675 4,423,706 (1,145,371) 3,278,335 36,649 (48) 36,601 (5,284) (155,525) 3,314,802 (242,140) $3,072,662 6,070 143,484 2,017 -151,571 (10,838) 140,733$ -- 260,974 (86,955) 174,019 -- -- -- (27) (8,5053) 165,489 (4,814) $160,675 -- 6,245 -- 6,245 (175) 6,070</R> The accompanying notes are part of the financial statements. Loyalty Systematic Investment Plan: Destiny Plan II: N Financial Statements & R>Assets and Liabilities September 30, 2000</R> & lt;R>Assets: Securities of investment companies: 1,206,213 Class II Destiny shares held for investors, worth $15.94 per share (Note 1) (average cost $19,023,658) Receivables for Class N Destiny II shares sold Other Receivables Total assets $19,224,737 148,155 4,083 19,376,975> Liability: As the Bank's guardians Payable for Class N Destiny II shares purchased Payable to plan holders & R>for Destiny II: Class N shares sold Payable to guardians, sponsors and brokers/traders (Note 3) Total Net Asset liabilities (Note 2) (equivalent to $15.88 per share) $51,427 17,966 3,953 150,092 223,438 $19,153,537</R> &R>Operating Statements</R> Ending September <R>30 , 2000 For the period April 30, 1999 (commencement of the sale of Class N shares) through September 30, Investment Income 1999:</R> & lt;R>Distribution received on Class N Destiny II shares from net investment income Expenditure (Note 3): Net investment income account fee of $21,033 69,068 (48,035) $-- --</R> about &R>Investment: Complete and partial dissolution, including Destiny II: Class N shares sent to investors at market value: Proceeds receiving The Cost of Destiny II: N</R> N</R> Net realised profit (loss) on Net Dissolution Plan (decrease)/increase in net unrealised appreciation is realised and profit/(loss) on shares of distribution plans received in Class N shares Destiny II of the net realised gains from Net investment (decrease)/increase in net assets as a result of operations of 1,326,236 (1,336,942) (10,706)253,177 242,471 300,770 $495,206 32,116 (32,32,263) (147) (52,098) (52,245) -- $ (52,245) The accomplished notes are part of the financial statements. Destiny Plans II: N - Financial Statements - continued & lt;R>Statements of Changes in Net Assets Invested in Shares of Destiny II: N<> & lt;R>Year Ended September 30, 2000 For the period September 30, 1999 (commencement of sale of class class 1999</R> & lt;R>Total Share Share Shares</R> & lt;R>Net assets at beginning of periods during period: From investor payments: Less Creation and Sales Charges (Note 3) Balance invested in Destiny II: Class N shares Net investment income and net reald gains on investments Less: Cash distributions to investors Balance reinvested in Destiny II: Class N shares Net reald gain/(loss) on the Planation liquids Net increase/(decrease) in unrealized appreciation Total Deductions during the year : Redemptions and cancellations of Destiny II: Class N shares Net assets at end of period $1,429,737 25,811,974 (7,256,617) 18,555,357 252,735 (531) 252,204 (10,706) 253,177 20,479,769 (1,326,232) $19,153,537 97,063 1,173,787 21,026 1,291,876 (85,663) 1,206,213$ -- 2,066,518 (552,420) 1,514,097 -- -- -- (147) (52,098) 1,461,853 (32,116) $1,429,737 -- 99,160 99,160 (2,097) 97,063</R> The accompanying notes is part of the financial statement. Notes to the Financial Statements 1. Important Accounting Policies: Plans are unit trust investments registered under the Investment Companies Act 1940, as amended, with the Securities and Exchange Commission, investing only <R> in Class N</R> Fidelity Destiny Portfolio: Destiny I and Destiny II (Fund). Assessment Plan I: & R>N</R> is for Class & R>N>N>Portfolio Destiny Fidelity: Destiny I; Destiny Plan II: & lt;R>N<R> is for Class & R>N>/R> Fidelity Destiny Portfolio: Destiny II. The financial statements have been prepared in accordance with generally accepted accounting principles of investment unit trusts that allow management to make certain estimates and assumptions as at the date of the financial statements. The following summarizes the significant accounting policies of the Plan: Safety Assessment. Investment in Fidelity Destiny Portfolio shares: Destiny I and Destiny II are valued at each bid market price of the fund equivalent to the net asset value per share per Fund at the end of the period. Federal Income Tax. No made for federal income taxes. All income dividends and capital gains distribution received by investors are seems to be received directly from the Climbing Fund. The Planholder will not be aware of any profit or loss during withdrawal from the Plan when transferring to the account for direct ownership of the preacher's Fund shares. Any liquidation by the fund holder will be deemed to be as if the climbing Fund shares were sold. Transaction Date. Share transactions are recorded at the date of trading. Dividend income and capital gains distribution are recorded at the date of the former dividend. Cost. Investment method in shares per Fund is based on average cost, which represents the amount available for investment (including redinvested distribution of net investment income and realised profit) in the shares less charges & lt;R>sales </R>and guardian fees, if applicable. 2. Asset Assessment Plan I: & lt;R>N&lt Assets;/R> consists of the following on September 30, 2000: Systematic Investment Plan Payments received from investors on Deductions for Outstanding Plans: Creation and Sales Charges Net payments invested in Class N Destiny Shares I Added: Distribution from net investment income reinvested Distribution from realised profits reinvested depreciation & R>lt;<R> <R>reversed in Destiny I: Class N shares held on September 30, Deduction 2000: Fees payable Net Assets $4,379,032 (1,162,215) 3,216,817 4,336 41,857 (164,028) (26,320) $3,072,662</R> Notes to the Financial Statements - continued 2. Asset Plan - &R>Destiny Plan</R> II ongoing: & lt;R>N>/R> Comprises the following on 30 September, 2000: Systematic Investment Plan Payments received from investors on Outstanding Plan Deductions: Creation and Net Payment Charges & R>lt;R;lt; <R>invested in Class N Destiny II shares Add: Distribution from net investment income reinvested Distribution of realised profits reinvested on destiny II: Class N shares held on 30 September, Deduction 2000: Fees payable Net Assets $26,100,779 (7,305,052) 18,805,727 18,960 277,863 201,079 (150,092) $19,153,335<R> <R> Expenditure and Deductions:&R> Loyalty Distributor Corporation, wholly-owned subsidiary of FMR Corp. and sponsor of Fidelity Systematic Investment Plan , receive Charge&R> Creation and Sales from investments into the Plan. Some of these sales charges are noticed by financial intermediaries.</R> <R>Fidelity Distributor Corporation maintains </R>about & lt;R>$105,000<R> as its part in The Creation and Sales Charges on sale of Assessment Plan I: & R>N</R> in the year ended 30 September 2000 and for <R>period 30 April, 1999 to September 30, 1999</R>, and $<R>640,000</R>, and $<R>47,000</R>on sale of Assessment Plan II: & lt;R>N>/R> During the year ended 30 September 2000 and for the period & lt;R>30 April 1999 to 30 September 1999</R>, respectively. & R>Under the terms of the Guardian Agreement, the Plane may also be charged an account fee for certain services provided by the Guardian. Guardian deducts </R> this amount from and distribution and where necessary from the principal accounts of the Plane. INDEPENDENT ACCOUNTANT REPORTING To the Board and Shareholders of Loyalty Distributor Corporation (Wholly-owned Subsidiary of FMR Corp.): In our opinion, The acquittal statement of financial circumstances presents fairly, in all important aspects, the financial position of the Corporation & lt;R>Distributors<R>Fidelity on 31 December & lt;R>1999</R>, in accordance with applicable accounting principles generally accepted in the United States. These financial statements are the company's management responsibilities; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of this statement in accordance with the auditing standards received & lt;R>generally in the United States</R> which requires us to plan and perform the audit to obtain reasonable assurance whether the financial statements are free of significant misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for the opinions set out above. PricewaterhouseCoopers LLP & lt;R>January 25, 2000</R> FIDELITY DISTRIBUTOR CORPORATION (FMR Corp.) Wholly-owned subsidiary of FMR Corp.) STATEMENT OF FINANCIAL CIRCUMSTANCES 31 December 1999 (Dollars in thousands<R>,</R>except for share amount) ASSETS & lt;R>Debtors:</R> & lt;R>Brokers, traders and clients $46,550</R> & <R>Mutual Funds 68,265</R> Investments, on the market (cost $19,798) 19,881 Property and equipment, net 4,009 Deferred connectivity, on markets & R>(cost $19,798) 19,881<R> Real Estate and &R>equipment, net 4,009</R> Net dealers & R>254,225</R> Other assets & lt;R>330</R> Total Assets $ &R>393,260</R> Payable to broker/trader $ & R>33,677</R> Payable to mutual funds & lt;R>46,353<R> Total Liabilities & R>80,030</R> SHAREHOLDER equity shares & R>SHARES , 5% non-cumulative, $100 nose value; allowing 5,000 shares; issued and unrealmed 4,750 shares 475</R> Shares & lt;R>Ordinary, $1 par value; 1,000,000 authorized shares; issued and unresuited 1,061 shares 1</R> Paid-up capital supplements & lt;R>132,292</R> Earnings & lt;R>strengthened 216.39 1</R> & lt;R>349,159</R> &R>Reject: Net receivables from FMR Corp. (35,929)</R> Total Shareholder Equity & lt;R>313,230</R> Total Liabilities and Shareholder Equity $ & lt;R>393,260</R> Accomplished notes are part of this financial statement. FIDELITY DISTRIBUTORS CORPORATION (Subsidiary company Full FMR Corp.) NOTE TO FINANCIAL STATEMENTS A. Principal Business Activities: Fidelity Distributors Corporation (Company) is a broker/registered dealer under the Securities Exchange Act 1934. The Parents of the Company are FMR Corp. The Company is the principal

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