<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Advisor Series VII
(Name of Registrant)
File No. 2-67004
</PAGE>
<PAGE>
FILE NO. 2-67004
Advisor Series VII
: Advisor Overseas Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended October 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
39,367,897 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
39,367,897 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
39,367,897
$
549,887,934
Redemptions:
(9,994,332)
$
(135,767,660)
Net Sales Pursuant to Rule 24f-2:
29,373,565
$
414,120,274
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $142,801.09
Advisor Series VII
:
Advisor Overseas Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
December 19, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Advisor Series VII
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Advisor Series VII (the "Fund") is a Massachusetts
business trust initially created as Ready Cash Fund, under the
written Declaration of Trust dated March 21, 1980. The Fund's
name was changed by a majority vote of the Board of Trustees to
Plymouth Securities Trust on October 23, 1987 and an amendment
and restated Declaration of Trust was filed with the office of the
Secretary of the Commonwealth on October 30, 1987. The Fund's
name was changed again to Fidelity Securities Trust by a majority
vote of the Board of Trustees on July 18, 1991 and an amendment
to the Declaration of Trust was executed on December 20, 1991
and filed with the office of the Secretary of the Commonwealth on
January 8, 1992. The Fund's name was changed again to Fidelity
Advisor Series VII by a majority vote of the Board of Trustees on
April 15, 1993 and a supplement to the Declaration of Trust was
executed on May 3, 1993 and filed with the office of the Secretary
of the Commonwealth on May 5, 1993.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Fund shall be divided into such transferable
shares of one or more separate and distinct series as the Trustees
shall from time to time create and establish. The number of shares
is unlimited and each share shall be without par value and shall be
fully paid and nonassessable. Said section provides that the
Trustees shall have full power and authority, in their sole discretion
and, so far as provided in the Declaration of Trust, without
obtaining any prior authorization or vote of the shareholders of the
Fund to create and establish (and to change in any manner) shares
into one or more series of shares, to abolish any one or more series
of shares, and to take such other action with respect to the shares
as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees are empowered to accept
investments in the Fund in cash or securities from investments in the
Fund, subsequent to the initial contribution of capital, shall be
credited to the shareholder's account in the form of full shares of
the Fund at the net asset value per share next determined after the
investment is received; provided, however, that the Trustees may,
in their sole discretion, (a) impose a sales charge upon investments
in the Fund and, (b) issue fractional shares.
By a vote adopted on February 22, 1985, the Board of Trustees
authorized the issue and sale of an unlimited number of shares of
beneficial interest of this Fund in accordance with the terms
included in the Registration Statement and subject to the limitations
of the Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Fund has registered an
indefinite number of shares under the Securities Act of 1933. I
further understand that, pursuant to the provisions of Rule 24f-2,
the Fund is about to file with the Securities and Exchange
Commission a notice making definite the registration of 39,367,897
shares of the Fund sold in reliance upon Rule 24f-2 during the fiscal
year ended October 31, 1994 (the "Shares").
I am of the opinion that all necessary fund action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued and are fully paid and nonassessable,
except as described in the Fund's Statement of Additional
Information under the heading "Description of the Fund". In
rendering this opinion, I rely on the representation by the Fund that
it or its agent received consideration for the Shares in accordance
with the Declaration of Trust, and I express no opinion as to
compliance with the Securities Act of 1933, the Investment
Company Act of 1940 or applicable state "Blue Sky" or securities
laws in connection with the sale of Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.
Very truly yours,
/s/Arthur S. Loring
Arthur S. Loring, Esq.
Vice President-Legal
