FIDELITY ADVISOR SERIES VII
N-30B-2, 1994-01-31
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DESIGNED FOR
YOU AND YOUR
INVESTMENT PROFESSIONAL
IN TODAY'S FAST-PACED MARKETS, PRUDENT,   
INFORMED DECISIONS ARE THE KEY TO SUCCESSFUL 
INVESTING. THE FIDELITY ADVISOR FUNDS PUT THE 
RESOURCES OF ONE OF THE WORLD'S LARGEST MUTUAL 
FUND MANAGERS AT THE SERVICE OF THE 
INVEST-MENT PROFESSIONAL YOU HAVE CHOSEN TO 
HELP YOU MAKE FINANCIAL DECISIONS. WE BELIEVE 
YOUR   INVESTMENT 
PORTFOLIO AND YOUR INVESTMENT   
RESULTS COULD BE STRONGER WITH THE PARTNERSHIP  
OF FIDELITY(Registered trademark) AND YOUR INVESTMENT PROFESSIONAL.
OVERSEAS
FUND
ANNUAL REPORT
OCTOBER 31, 1993
(Registered trademark)
Fidelity Distributors Corporation
82 Devonshire Street
Boston, MA 02109
(Registered trademark)
AOS-1293A
PRESIDENT'S MESSAGE
As 1993 draws to a close and the stock market continues to climb, many of
you may be wondering if this is the top and what you should do. Making a
sound decision requires some perspective on the market and an understanding
of its risks.
Those of us who invested in the stock market during the '80s benefited from
a period of unusually good performance. During that time, the Standard
& Poor's 500 index - a common proxy for the U.S. stock market -
returned 18% on average each year. This was far above the market's average
annual return since 1926 of 10%. Although the S&P 500 was up 7.62% for
1992, that was less than half of what we saw in the '80s and below the
market's long-term average. Through September of 1993, the S&P was up
7.59%. We believe these could be examples of the more modest returns we
might see in the '90s.
It's impossible to predict where the market will go from here. What we do
know is that historically the market has on average had a decline of 10% or
more every two years. We haven't seen a 10% drop in the market since
October 1990. Furthermore, stocks today are not cheap. Current valuations -
yardsticks like high price-to-earnings ratios and low dividend yields - are
at extremes. Low interest rates and the record amount of money that has
poured into stock funds so far in 1993 have helped push the market higher.
As real estate investments have become less attractive, many people have
instead put money in stocks, also helping to fuel the market's rise.
When there is this much uncertainty about what's next, a long-term,
disciplined approach to the stock market seems to make the most sense. A
good definition of long term is a minimum of five years. If you leave your
money invested that long, you should be able to ride out the market's
declines. A regular investment plan - investing a certain amount of money
each month or quarter - should also help you avoid buying exclusively at
the peak of the market. While this strategy can't protect you from a loss
in a declining market, and won't guarantee a profit, it should over time
help lower the average cost of your purchase. The key is that you follow
your plan during both market ups and downs.
No matter what happens in the market, we believe you can benefit from
practicing these investment principles. If we can help, please call us at
1-800-544-8888.
Best regards,
Edward C. Johnson 3d
PERFORMANCE UPDATE
$10,000 OVER LIFE OF FUND
          Advisor Overseas    MS EAFE
 04/23/90         9525.00    10000.00
 04/30/90         9420.23     9758.32
 05/31/90         9829.80    10871.75
 06/30/90        10325.10    10776.00
 07/31/90        10934.70    10927.78
 08/31/90         9629.78     9866.60
 09/30/90         8810.63     8491.55
 10/31/90         9096.38     9814.69
 11/30/90         9105.90     9235.74
 12/31/90         9017.59     9385.36
 01/31/91         9238.47     9688.93
 02/28/91         9651.42    10727.57
 03/31/91         9113.63    10083.57
 04/30/91         9104.02    10182.59
 05/31/91         9113.63    10288.84
 06/30/91         8431.79     9532.81
 07/31/91         8911.96    10001.17
 08/31/91         9046.40     9798.07
 09/30/91         9516.97    10350.28
 10/31/91         9392.13    10497.00
 11/30/91         9152.04    10006.96
 12/31/91         9628.87    10523.75
 01/31/92         9658.11    10298.96
 02/29/92         9882.26     9930.34
 03/31/92         9580.14     9274.77
 04/30/92        10077.18     9318.86
 05/31/92        10486.50     9942.63
 06/30/92        10320.82     9471.02
 07/31/92         9921.24     9228.63
 08/31/92         9648.36     9807.46
 09/30/92         9502.17     9613.79
 10/31/92         8839.46     9109.50
 11/30/92         8722.51     9195.22
 12/31/92         9163.43     9242.78
 01/31/93         9626.53     9241.65
 02/28/93         9833.44     9520.81
 03/31/93        10434.49    10350.70
 04/30/93        11242.44    11333.00
 05/31/93        11538.04    11572.36
 06/30/93        11222.74    11391.80
 07/31/93        11774.51    11790.57
 08/31/93        12552.91    12427.06
 09/30/93        12424.82    12147.34
 10/31/93        12740.12    12521.69
$10,000 OVER LIFE OF FUND:  LET'S SAY YOU INVESTED $10,000 IN FIDELITY
ADVISOR OVERSEAS FUND ON APRIL  23, 1990, WHEN THE FUND STARTED AND PAID
THE FUND'S MAXIMUM 4.75% SALES CHARGE. BY OCTOBER 31, 1993, THE VALUE OF
YOUR INVESTMENT WITH DIVIDENDS REINVESTED WOULD HAVE GROWN TO $12,740 - A 
27.40% INCREASE ON YOUR INITIAL INVESTMENT. FOR COMPARISON, LOOK AT HOW A
$10,000 INVESTMENT IN THE MORGAN STANLEY EAFE INDEX (WITH DIVIDENDS
REINVESTED) DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN TO $12,522 - A
25.22% INCREASE.
CUMULATIVE TOTAL RETURNS                            
FOR THE PERIOD ENDED OCTOBER 31, 1993               
 
                   One Year   Life of    
                              Fund       
 
FIDELITY ADVISOR                         
OVERSEAS           44.13%      33.75%    
 
EAFE               37.46%      25.22%    
 
AVERAGE ANNUAL TOTAL RETURNS                        
FOR THE PERIOD ENDED OCTOBER 31, 1993               
 
                   One Year   Life of    
                              Fund       
 
FIDELITY ADVISOR                         
OVERSEAS            37.28%     7.10%     
 
EAFE                37.46%     6.58%     
 
THE CHARTS ABOVE SHOW FIDELITY ADVISOR OVERSEAS' TOTAL RETURNS, WHICH
INCLUDE CHANGES IN SHARE PRICE, AND REINVESTMENT OF DIVIDENDS AND CAPITAL
GAINS. CUMULATIVE TOTAL RETURNS DO NOT REFLECT THE FUND'S MAXIMUM 4.75%
SALES CHARGE WHICH, IF INCLUDED, WOULD HAVE RESULTED IN RETURNS OF 37.28%
FOR ONE YEAR, AND 27.40% FOR THE LIFE OF FUND. THE MORGAN STANLEY CAPITAL
INTERNATIONAL EUROPE, AUSTRALIA, FAR EAST INDEX (EAFE INDEX) IS AN
UNMANAGED INDEX OF FOREIGN COMMON STOCK PRICES TRANSLATED INTO U.S. DOLLARS
AND COMPOSED OF MORE THAN 900 COMPANIES FROM EUROPE, AUSTRALIA AND THE FAR
EAST. IN EVALUATING THE LIFE OF FUND COMPARISON FIGURES, IT'S IMPORTANT TO
REMEMBER THAT BEFORE DECEMBER 1992, THE FUND WAS KNOWN AS FIDELITY ADVISOR
EUROPE FUND AND INVESTED MAINLY IN STOCKS IN EUROPE.
 AVERAGE ANNUAL TOTAL RETURNS ARE LOAD ADJUSTED. FIGURES FOR  MORE THAN ONE
YEAR ASSUME A STEADY COMPOUNDED RATE OF RETURN AND ARE NOT THE FUND'S
YEAR-BY-YEAR RESULTS, WHICH FLUCTUATED OVER THE PERIODS SHOWN. THE LIFE OF
FUND FIGURES ARE FROM COMMENCEMENT OF OPERATIONS, APRIL 23, 1990, TO THE
PERIODS LISTED ABOVE.
IF THE ADVISER HAD NOT REDUCED CERTAIN FUND EXPENSES DURING THE PERIODS
SHOWN, THE TOTAL RETURNS WOULD HAVE BEEN LOWER.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE AND RETURN
WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.
 
MARKET RECAP
 
THIS PAST YEAR'S INTERNATIONAL RALLY SIGNALED A DRAMATIC TURNAROUND FOR
MANY FOREIGN MARKETS THAT HAD PREVIOUSLY FALLEN OUT OF FAVOR. LOW INFLATION
AND FALLING INTEREST RATES AROUND THE WORLD HELPED FUEL STRONG RETURNS
OVERSEAS. THE EAFE INDEX - WHICH MEASURES STOCK PERFORMANCE IN EUROPE,
AUSTRALIA AND THE FAR EAST - WAS UP 37.46% FOR THE 12 MONTHS ENDED OCTOBER
31, 1993. THAT EASILY OUTDISTANCED THE 14.94% RETURN FOR THE STANDARD &
POOR'S 500 INDEX OF U.S. STOCKS OVER THE SAME PERIOD. IN ADDITION,
INVESTORS POURED INCREASING AMOUNTS OF MONEY INTO FOREIGN STOCKS AND BONDS,
WHICH ALSO PUSHED UP PRICES.
EUROPE: After trailing the U.S. market for five consecutive years, European
stocks performed strongly by historical standards, but still were easily
outpaced by other world markets. Slowly falling interest rates and
investors' hopes of economic recovery combined to lift stock prices. The
Morgan Stanley Europe Index rose 25.67% for the year ended October 31.
Europe struggled to move beyond the currency crisis that crippled much of
the continent last fall. The value of the British pound and German
deutschemark went down, which hurt foreign investments when translated back
into dollars. But strong stock gains followed currency devaluations as
exports became more attractive. Norwegian stocks, for example, returned
nearly 43% through October, while Sweden was up 41% and Germany 31%.
Disappointingly slow interest-rate cuts and sluggish economies hurt returns
in some of the larger, more stable European markets like the United Kingdom
and France, both of which gained about 15% through the end of October.
JAPAN & THE FAR EAST: This region outperformed all others, but Japan
took investors on a roller coaster ride along the way. The Morgan Stanley
Far East ex-Japan Free Index posted gains of 52.85% for the year ended
October 31. The TOPIX, an index that includes stocks from Japan's larger,
better known companies, was up 46.06% for the same period, but only 3.54%
for the last six months. Falling interest rates, a strengthening yen, and
government spending aimed at stimulating economic growth all helped trigger
the tremendous market rally in Japan that continued through late spring.
But political instability, thanks to a no-confidence vote given to Prime
Minister Miyazawa, dragged the market back down in the summer and early
fall. Also, the surging yen - up 15.02% over the U.S. dollar so far this
year - made the products of big Japanese exporters less attractive, which
further slowed the country's already troubled economy. From August through
October, the TOPIX actually lost ground, and was down 4.84%.
U.S. & CANADA: Low inflation, declining interest rates and a gradually
improving economy led to a 14.94% return for the Standard & Poor's 500
Index - a broad measure of the U.S. market's overall performance. This
return beat historical standards, but paled alongside most international
markets. In Canada, the Toronto Stock Exchange 300 Index fared better,
returning 23.19%. Canadian stocks were buoyed by falling interest rates and
an economy that was slowly climbing out of a recession. Jitters surrounding
national elections slowed returns in September and October. 
 
 
AN INTERVIEW WITH 
JOHN R. HICKLING,
PORTFOLIO MANAGER OF
FIDELITY ADVISOR OVERSEAS FUND
Q. HOW HAS THE FUND PERFORMED, JOHN?
A. The fund returned 44.13% for the year ended October 31, 1993. It
outperformed the EAFE Index - a broad measure of the performance of stocks
in Europe, Australia and the Far East - which rose 37.46% during the same
12 months. And it beat the average international fund, which was up 33.41%
during that period, according to Lipper Analytical Services. 
Q. WHAT ACCOUNTS FOR THE FUND'S STRONG PERFORMANCE?
A. In general, the fund benefited from a great year for foreign financial
markets. I began the year with a heavy emphasis on European stocks, since
that was the fund's mission at the time. Because I believed that interest
rates were generally too high, I emphasized stocks that could benefit as
rates began to come down. I focused on bank and financial stocks in France,
Germany, Denmark and also in the Scandinavian countries during the second
half of the year. Among my largest investments were Swiss bank and
financial companies such as C.S. Holdings and Winterthur Schweiz. Both did
well during the period. And, because I don't envision a quick economic
recovery, I generally stayed away from European companies whose fortunes
are tied to the local economies. In the U.K., which has been ahead of the
continent in coming out of its recession, I stuck with financial stocks and
banks such as National Westminster and Barclays, and companies that could
benefit from a recovery, such as British Petroleum and British Steel. I
also managed to steer clear of some of the lagging sectors there, such as
pharmaceuticals, brewers, and food retailers, which helped the fund. Over
the last six months, I halved our stake in the U.K. as the fund's focus
expanded and was able to take advantage of better opportunities elsewhere.
This worked well, as other markets did much better over the period.
Q. HOW ABOUT JAPAN? 
A. The Japanese stocks that I added to the fund when it's scope expanded
beyond Europe made a strong contribution to the fund's performance. I
emphasized brokerage and trust bank stocks and stayed away from the blue
chips and household names which I believe are more sensitive to currency
fluctuations and have more downside in terms of future earnings. Why the
differentiation? Because I don't believe the stop-gap government measures
that rescued the Japanese financial system were enough to significantly
bail out the economy. I expect it to remain weak for some time. As a
result, I cut back my Japanese investments during the second half of the
period, from about 33% six months ago to roughly 17% at the end of October. 
Q. THE FUND'S CURRENCY CONTRACTS ARE UP SOMEWHAT FROM THE FIRST HALF OF THE
YEAR. HAS CURRENCY HEDGING HELPED THE FUND'S PERFORMANCE? 
A. It has. In general, currency hedging adds flexibility to my ability to
manage an international portfolio. Over the period, hedging made a positive
contribution to the fund's performance, by offsetting devaluations of the
Spanish peseta, the Finnish markka, and the Swedish krona. I started the
period with approximately 3% in currency contracts for hedging purposes and
ended with approximately 6.5%.
Q. HAVE YOU HAD ANY DISAPPOINTMENTS?
A. Yes, on two fronts. In retrospect, I turned bearish on Hong Kong too
early and missed the most recent 20% upturn by cutting back on my
investments prematurely. Second, I missed out on the quick rise in gold
stocks, which had a very good move earlier this year. It was short, sharp,
and some of it has already been given back. Nevertheless, I'm disappointed
that I didn't have a bigger stake in gold. 
Q. WHAT'S YOUR VIEW ON THE WORLD FINANCIAL MARKETS FOR THE PERIOD AHEAD?
A. I think any economic recovery in Europe or Japan will be muted. That
will make stock selection more important than ever. I'll continue to be
selective about stocks that are closely tied to the economic cycle and
instead focus more on companies that appear to have adjusted their sights
to the current slow growth environment. I expect interest rates to come
down in Europe and in Japan over the next year. However, I think the
improvement in earnings has probably been widely overestimated and I expect
disappointments to outnumber earnings surprises. Under these market
conditions, another year of double digit gains - like we've had this year -
could be hard for the fund to achieve.
 
<TABLE>
<CAPTION>
<S>                                                 <C>                        <C>                       
TOP TEN STOCK HOLDINGS AS OF OCTOBER 31, 1993                                                            
 
                                                                               % OF FUND'S INVESTMENTS   
                                                                               IN THESE STOCKS           
                                                    % OF FUND'S INVESTMENTS    6 MONTHS AGO              
 
C.S. Holdings (Bearer) (Switzerland, Finance)       1.3                        0.9                       
 
Winterthur Schweiz Ord. (Reg.) (Switzerland,        1.3                        1.5                       
 Finance)                                                                                                
 
Baloise Holdings (Reg.) (Switzerland, Finance)      1.2                        0.0                       
 
Zurich Versicherung (Reg.) (Switzerland, Finance)   1.2                        0.0                       
 
Deutsche Bank AG Ord. (Germany, Finance)            1.2                        0.0                       
 
SIP Spa (Italy, Utilities)                          1.1                        0.0                       
 
International Nederlanden Groep Ord.                1.1                        0.0                       
 (Netherlands, Finance)                                                                                  
 
Allianz Versich Holdings Ord. (Reg.)                1.0                        0.0                       
 (Germany, Finance)                                                                                      
 
Great Universal Stores PLC Ord. Class A             1.0                        0.0                       
 (United Kingdom, Retail and Wholesale)                                                                  
 
Telefonica de Espana SA Ord. (Spain, Utilities)     0.9                        0.0                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>                        <C>                       
TOP FIVE INDUSTRIES AS OF OCTOBER 31, 1993                                                        
 
                                                                        % OF FUND'S INVESTMENTS   
                                                                        IN THESE INDUSTRIES       
                                             % OF FUND'S INVESTMENTS    6 MONTHS AGO              
 
Finance                                      31.1                       30.3                      
 
Utilities                                    8.4                        5.4                       
 
Construction and Real Estate                 8.2                        18.5                      
 
Retail and Wholesale                         5.7                        1.7                       
 
Technology                                   3.6                        3.1                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                         <C>                        <C>                       
TOP FIVE COUNTRIES AS OF OCTOBER 31, 1993                                                        
 
                                                                       % OF FUND'S INVESTMENTS   
                                                                       IN THESE COUNTRIES        
                                            % OF FUND'S INVESTMENTS    6 MONTHS AGO              
 
Japan                                       16.6                       32.6                      
 
United Kingdom                              11.3                       24.1                      
 
France                                      6.7                        6.0                       
 
Switzerland                                 6.7                        4.6                       
 
Germany                                     6.5                        3.4                       
 
</TABLE>
 
FIDELITY ADVISOR OVERSEAS FUND
INVESTMENTS/OCTOBER 31, 1993
(Showing Percentage of Total Value of Investment in Securities)
 
 
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 73.0%
AUSTRALIA - 3.3%
FAI Insurance Ltd. Ord.   1,410,500 $ 996,118  30239330
Lend Lease Corp. Ltd.   120,000  1,507,858  52599292
TNT Ltd. (a)  1,300,000  1,515,719  93599292
Westpac Banking Corp.   520,000  1,569,419  96121410
Woolworths Ltd.   690,000  1,503,260  98088892
  7,092,374
CHILE - 0.2%
Maderas Y Sinteticos Sociedad 
Anonima Masisa sponsored ADR (a)  20,600  370,800  55646510
FINLAND - 0.6%
America Group Ltd. Class A free shares   28,000  448,691  02351210
Repola OY  45,800  676,320  75999A92
Unitas Bank Ltd. B free shares  37,300  102,191  90499123
  1,227,202
FRANCE - 6.2%
Assurances Generales (Reg.)  5,000  615,476  04557510
BNP CI   31,400  1,507,264  05599910
BNP CI (warrants) (a)  31,400  52,103  05599995
Bail Investissement (a)  200  38,266  05699092
Banque National de Paris Ord.   1,500  73,527  05599996
Credit Lyonnais CI   3,300  414,595  22799392
Elf Aquitaine  3,400  264,470  28627199
Elf Gabon  6,000  1,209,956  87399A22
Financiere Bank de Suez Cie  30,500  1,805,418  31799110
GAN (Groupe Des Assur Natl)   17,600  1,636,031  36599792
IMETAL SA Ord.   7,400  670,335  45099910
Paribas SA (Cie Financiere) Class A (a)  20,000  1,625,466  73999192
Pechiney SA CIP  3,600  204,199  70599310
Societe Generale Class A  8,000  941,416  83357799
Sophia SA  5,300  455,875  84199C22
UFB Locabail SA (a)  11,240  721,294  90599B92
Unibail   13,400  1,182,086  90499592
  13,417,777
GERMANY - 5.8%
Allianz Versich Holdings Ord. (Reg.) (a)  1,300  2,202,331  01882495
BHF Bank (Bank Berlin Hand)   5,266  1,636,791  05549991
Bayer AG  5,450  1,033,523  07273010
Commerzbanksip AG  5,700  1,157,007  20259710
Deutsche Bank AG Ord.  5,000  2,507,044  25152592
Hoechst AG Ord.   7,300  1,236,261  43439010
Munich Reinsurance (Reg.)  340  806,715  62699492
Veba Vereinigte Elektrizetaets & 
Bergwerks AG Ord.   7,000  1,948,216  92239110
  12,527,888
HONG KONG - 0.3%
Cathay Pacific Airways Ltd.   400,000 $ 652,216  14890610
INDIA - 0.1%
ITC Ltd. (c):
(warrants) (a)   3,000  15,750  45031811
 GDR    9,000  157,500  45031810
  173,250
INDONESIA - 0.5%
Bank International Indonesia Ord. (a)  168,000  559,586  06199B92
Jakarta International Hotels & 
Development Ord.   86,000  552,449  47399693
  1,112,035
IRELAND - 0.4%
Anglo Irish Bank   351,400  316,264  03599592
Bank of Ireland U.S. Holdings, Inc.   133,600  556,179  06278793
  872,443
ITALY - 1.8%
Falck Ord. (a)  66,500  129,734  30699692
SIP Spa   1,050,000  2,274,326  78401792
Saipem Spa Ord. (a)  493,000  835,946  79299292
Simint Spa Ord. (New)   398,996  533,478  83799498
Stet Societa Finanziaria 
Telefonica SPA Ord.   30,000  75,665  85982510
  3,849,149
JAPAN - 16.6%
ADO Electronic Industrial Co.   18,000  416,214  00699992
Acom Co. Ltd. (a)  6,000  533,947  00499M22
Aoyama Trading Co. Ord.   12,000  897,651  03799092
Canon, Inc.   35,000  480,424  13780199
Catena Corp.   28,000  928,604  14899792
Cosmo Oil Company Ltd.   152,000  1,219,640  22199092
Daikyo, Inc.   113,000  1,207,554  23376610
Fujitsu Ltd.   147,000  1,160,562  35959010
Getz Bros Co. Ltd.  11,000  739,751  37499392
Hankyu Department Stores, Inc.   78,000  898,204  41099192
Hitachi Ltd.   117,000  928,024  43357810
Honda Motor Co. Ltd.   67,000  981,391  43812810
IO Data Device, Inc.   13,000  1,058,683  45099A92
Izumi Co. Ord.   75,000  1,526,946  46399292
Konica Corp.   165,000  1,092,907  50046M10
Kyocera Corporation  8,000  453,247  50155610
Marubeni Corp.   217,000  1,027,528  57381010
Marukyo Corp.   16,000  456,932  57899792
Mitsubishi Bank of Japan  21,000  595,854  60674210
Mitsubishi Corp.   89,000  975,679  60676910
Mitsubishi Heavy Industry  118,000  733,763  60699310
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
JAPAN - CONTINUED
Mitsubishi Trust & Banking   120,000 $ 1,636,112  60699410
Nippon Shinpan Ltd.   52,000  488,623  65461710
Nomura Securities Co. Ltd.   80,000  1,466,606  65536130
Oji Paper Ltd.   55,000  521,880  67811810
Sankyo Co. Ltd.   3,000  245,970  82299792
Santen Pharmaceutical Co. Ord.   20,000  554,583  80299110
Sanwa Bank  63,000  1,375,495  80399410
Sekisui House Ltd.   118,000  1,565,362  81607810
Sho Bond Corp. Ord.   27,000  741,225  82699692
Sony Corp.   30,000  1,359,742  83569999
Sumitomo Realty & Development Co. Ltd.   75,000  525,103  86562310
Sumitomo Trust & Banking Co.   90,000  1,210,502  86599310
Tobu Railway  50,000  344,081  88739110
Tohoku Electric Power, Inc.   22,000  654,629  88906099
Tokio Marine & Fire Insurance Co. Ltd. (The)  112,000  1,372,271 
88909099
Tokyo Electric Power Co., Inc.   27,000  858,130  88910710
Toshiba Corp.   171,000  1,099,568  89149310
Toyota Motor Corporation  57,000  987,195  89399999
Yoshinoya D&C Co. Ltd. Ord.   30  525,104  98999192
  35,845,686
MALAYSIA - 2.3%
Ekran Berhad Ord. (a)  81,000  491,197  28299792
Magnum Corp. BHD   405,000  998,240  55999392
Telekom Malaysia BHD   211,000  1,783,098  94099892
Tenega Nasional BHD   345,000  1,795,188  92099992
  5,067,723
MEXICO - 1.3%
Grupo Dina (Consorcio G) ADR (a)  31,000  651,000  21030610
Grupo Financiero Bancomer SA de 
CV sponsored ADR, Series C (c)  35,000  1,023,750  40048610
Telefonos de Mexico SA de CV
sponsored ADR, Class L  20,000  1,095,000  87940378
  2,769,750
NETHERLANDS - 4.8%
ABN-AMRO Holdings NV  39,792  1,508,881  00399192
Aegon NV Ord.   9,062  466,620  00792493
Akzo NV Ord.   12,000  1,136,308  01019910
Hoogovensen Staalfabrieken (a)  12,600  282,144  43888410
International Nederlanden Groep Ord.   52,300  2,270,430  46099892
KBB NV Ord.   12,300  630,753  48130092
Philips Electronics  62,000  1,280,275  71833799
Pirelli Tyre Holdings (warrants) (a)  45,500  72,089  72499093
Stad Rotterdam  32,100  744,225  85299822
Wereldhave NV  31,900  1,913,832  95199E22
  10,305,557
NEW ZEALAND - 0.1%
Brierley Investments Ltd.   414,700 $ 294,072  10901410
NORWAY - 1.4%
Bergesen Group Class B  80,000  1,619,235  08399011
Den Norske Bank Class A free shares (a)  114,500  396,625  25299792
Mosvold Shipping AS `B'   3,900  33,641  62099294
Orkla AS Class B (non-vtg.)  26,100  964,369  39299192
Smedvig AS   4,900  113,156  79799892
  3,127,026
PHILIPPINES - 0.1%
Filinvest Land, Inc. Ord. (a)  667,000  179,710  31699J22
SINGAPORE - 0.3%
Kim Eng Holdings Ltd.   310,000  660,573  49499D92
SPAIN - 5.0%
Argentaria Corp. Bancaria de Esp (a)  12,600  564,667  21991392
Banco Bilbao Vizcaya SA Ord. (Reg.)  17,500  447,870  05945891
Banco Intercontinental Espanol  5,000  436,296  24699592
Banesto (Reg.)  65,000  1,319,259  05981699
Corporacion Mapfre 
International Reas (Reg.)  29,200  1,345,363  16899192
Hidro Cantabrico  23,500  524,833  42899999
Iberdrola SA  175,000  1,152,406  45499892
Repsol SA Ord.   36,000  1,076,000  76026T10
Telefonica de Espana SA:
Ord.  (a)  150,000  1,955,556  87938210
 sponsored ADR  12,000  466,500  87938220
Vallehermoso SA  75,000  1,383,333  91899210
  10,672,083
SWEDEN - 3.0%
Aktiebolaget Electrolux  30,100  1,052,911  01019810
Frontline  (a)  54,000  178,327  35999F22
SKF AB Ord. (a)  102,800  1,584,247  78437530
Scribona AB B free shares (a)  50,100  214,469  81199B92
Securitas B free shares  7,500  210,066  81399792
Skandia International Holding Co. AB ADR (a)  15,000  317,392  83055510
Skandinaviska Enskilda Banken 
Class A free shares   173,900  1,276,174  88099222
Skanska Class B (a)  78,300  1,647,211  93899392
  6,480,797
SWITZERLAND - 6.7%
Baloise Holdings (Reg.) (a)  1,700  2,656,161  05899195
C.S. Holdings:
(Bearer) (a)  1,215  2,782,381  17599792
 (Bearer) (warrants) (a)  315  23,764  15099426
Globus Magazine Part. Cert.  1,875  1,251,048  37957792
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
SWITZERLAND - CONTINUED
Swiss Bank Corp.:
(Bearer) (a)  5,000 $ 1,683,152  87083610
 (Reg.)   3,280  536,677  87083694
Swiss Reinsurance Corp. (Bearer)  100  259,514  87099392
Winterthur Schweiz Ord. (Reg.)   5,250  2,707,293  97629994
Zurich Versicherung (Reg.)   2,800  2,538,541  99499597
  14,438,531
THAILAND - 0.9%
Krung Thai Bank (Loc. Reg.)   410,000  962,707  50599292
Ruam Pattana Fund II (a)  1,700,000  955,998  76999522
  1,918,705
UNITED KINGDOM - 11.3%
BET Public Ltd. Co. Ord.   425,400  794,090  05538H10
Barclays PLC Ord.   121,000  1,021,791  06738E10
Bass PLC Ord.   210,000  1,516,685  06990492
Bellway Ord.   90,000  606,675  07999192
British Petroleum PLC Ord.   230,000  1,189,201  11088910
British Steel PLC Ord.   449,300  860,338  11101510
British Vita Ord.   113,200  419,264  11199192
Burton Group PLC Ord.   515,000  572,229  12304910
Dixons Group PLC  286,600  1,106,078  25587592
First National Finance Corporation PLC   95,700  121,930  33599392
Great Universal Stores PLC Ord. Class A  260,000  2,060,768  39133420
Hambros Ord.   144,700  868,212  40699292
Hammerson Property Ord.   109,200  601,821  40831592
Hartstone Group PLC Ord.   750,000  677,786  41722610
Hillsdown Holdings PLC  300,000  724,455  43258610
Ladbroke Group PLC Ord.   460,400  1,176,592  50572799
McAlpine (Alfred) Ord.   243,000  756,009  57999010
Mirror Group Newspaper PLC (a)  342,900  812,810  60499792
National Westminster Bank PLC Ord.   176,000  1,444,522  63853930
North West Water Ord.   21,500  168,646  67299195
Persimmon PLC Ord.   130,000  568,156  71499092
Royale Insurance Co. Ltd.   120,000  561,785  78074910
Tesco PLC Ord. (a)  49,600  149,170  88157510
Tomkins PLC Ord.   330,000  1,217,350  89003010
Trafalgar House PLC Ord.   300,100  433,482  89270710
Vodafone Group PLC   100,000  819,270  92857T92
Westbury PLC   365,000  876,011  95799292
Westland Group PLC Ord.   250,000  803,715  96090210
Whitbread Class A  180,000  1,381,351  96341499
  24,310,192
TOTAL COMMON STOCKS
(Cost $141,032,477)   157,365,539
PREFERRED STOCKS - 3.0%
CONVERTIBLE PREFERRED STOCKS - 0.0%
NETHERLANDS - 0.0%
ABN-AMRO Holdings NV 6%  652 $ 24,723  00399194
NONCONVERTIBLE PREFERRED STOCKS - 3.0%
AUSTRIA - 0.9%
Creditanstaldt Bank (a)  13,500  927,284  22539210
MaCulan Holding Ord.  10,000  1,059,996  55699594
  1,987,280
GERMANY - 0.7%
RWE AG   6,100  1,387,276  76204599
ITALY - 1.4%
Banco Ambro Veneto N/C Risp   299,600  511,651  06399592
SAI (Sta Assicur Industriale) N/C Risp  156,700  931,585  78399192
Simint Spa Priv. Ord.  399,000  380,227  83799496
Stet Societa Finanziaria Telefonica Spa  631,000  1,227,169  85982592
  3,050,632
TOTAL NONCONVERTIBLE PREFERRED STOCKS   6,425,188
TOTAL PREFERRED STOCKS
(Cost $6,010,706)   6,449,911
 PRINCIPAL 
 AMOUNT (B) 
CORPORATE BONDS - 0.7%
CONVERTIBLE BONDS - 0.2%
SPAIN - 0.2%
Banco Santander SA 9%, 
6/24/94    ESP 50,000,000  478,705  0595749B
NONCONVERTIBLE BONDS - 0.5%
BRAZIL - 0.5%
Federative Republic of Brazil IDU 
Euro 8 3/4%, 1/1/01 (d)    1,300,000  1,036,750  1057569E
TOTAL CORPORATE BONDS
(Cost $1,379,151)   1,515,455
GOVERNMENT OBLIGATIONS - 1.5%
ARGENTINA - 0.6%
Argentina Republic BOCON 
3 1/4%, 4/1/01 (d)     1,444,617  1,169,418  039995AF
DENMARK - 0.4%
Danish Government Bullet
7%, 12/15/04    DKK 6,250,000  965,241  249998AV
 PRINCIPAL VALUE
 AMOUNT (B) (NOTE 1)
GOVERNMENT OBLIGATIONS - CONTINUED
FRANCE - 0.5%
French Government Stripped 
Coupon 4/25/23 (e)   FRF 42,000,000 $ 1,063,868  351996BL
TOTAL GOVERNMENT OBLIGATIONS
(Cost $2,973,923)   3,198,527
INDEXED SECURITIES - 1.2%
UNITED STATES OF AMERICA - 1.2%
Bankers Trust Company (d) (f):
 note 8.0225%, 10/28/94 (coupon 
 inversely indexed to JPY LIBOR 
 and principal indexed to value of
 9-year Japanese securities,
 both multiplied by 3)    1,200,000  1,199,400  0669918T
 floating rate 10.245%, 7/23/96 (coupon
 inversely indexed to 6-month JPY
 LIBOR, multiplied by 10)    1,000,000  1,272,600  0669917H
Citibank Nassau 4.625%, 7/30/96 
(inversely indexed to 1-year SEK 
swap rate, multiplied by 10)    225,000  219,285  223991AH
TOTAL INDEXED SECURITIES
(Cost $2,425,000)   2,691,285
 MATURITY 
 AMOUNT 
REPURCHASE AGREEMENTS - 20.6%
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a 
joint trading account at 2.96% 
dated 10/29/93 due 11/1/93 (Note 3)  $ 44,382,945  44,372,000
TOTAL investment in securities - 100%
(Cost $198,193,257)  $ 215,592,717
Forward Foreign Currency Contracts
  SETTLEMENT  UNREALIZED
CONTRACTS TO SELL  DATE VALUE GAIN/LOSS
 73,700,000 BEF 2/4/94 $ 1,994,623 $ 86,710
 6,737,393 DKK 2/9/94  978,601  29,734
 427,275,000 ESP 11/15/93  3,155,204  95,235
 23,435,051 FRF 1/27/94  3,934,366  110,110
 14,776,000 NOK 2/8/94  1,994,744  23,725
 16,361,000 SEK 2/4/94  1,980,072  37,389
TOTAL CONTRACTS TO SELL
 (Receivable amount $14,420,513)  $ 14,037,610 $ 382,903
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 6.5%.
CURRENCY TYPE ABBREVIATIONS: 
BEF - Belgian franc
DKK - Danish krone
FRF - French franc
JPY - Japanese yen
NOK - Norwegian krone
ESP - Spanish peseta
SEK - Swedish krona
LEGEND:
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $1,197,000 or 0.5% of net
assets.
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(e) Principal Only Strips represent the right to receive the monthly
principal payments on an underlying pool of mortgage loans.
(f) Inverse floating rate security (inverse floater) is a security where
the coupon is inversely indexed to a floating interest rate multiplied by a
specified factor. If the floating rate is high enough, the coupon rate may
be zero or be a negative amount that is carried forward to reduce future
interest and/or principal payments. The price of an inverse floater may be
considerably more volatile than the price of a comparable fixed rate
security.
INCOME TAX INFORMATION: 
At October 31, 1993, the aggregate cost of investment securities for income
tax purposes was $198,216,404. Net unrealized appreciation aggregated
$17,376,313, of which $20,697,460 related to appreciated investment
securities and $3,321,147 related to depreciated investment securities. 
At October 31, 1993, the fund had a capital loss carryforward of
approximately $949,000 which will expire on October 31, 1999.
For the period, interest and dividends from foreign countries were $999,660
or $.06 per share. Taxes paid to foreign countries were $194,435 or $.01
per share.
INDUSTRY DIVERSIFICATION
(Unaudited)
AS A PERCENTAGE OF TOTAL VALUE OF INVESTMENTS
Aerospace and Defense   0.4%
Basic Industries - 3.2%
 Chemicals and Plastics   1.8
 Iron and Steel   0.6
 Metals and Mining   0.1
 Paper and Forest Products   0.7
Conglomerates   1.6
Construction and Real Estate - 8.2%
 Building Materials   0.3
 Construction   3.3
 Engineering   1.2
 Real Estate   2.7
 Real Estate Investment Trusts   0.7
Durables - 2.8%
 Autos, Tires, and Accessories   1.2
 Consumer Durables   0.1
 Consumer Electronics   1.1
 Textiles and Apparel   0.4
Energy - 2.9%
 Energy Services   0.1
 Oil and Gas   2.8
Finance - 31.1%
 Banks   17.1
 Closed End Investment Company   0.4
 Credit and Other Finance   2.2
 Insurance   10.4
 Securities Industry   1.0
Government Obligations   2.0
Health - 0.6%
 Drugs and Pharmaceuticals   0.3
 Medical Equipment and Supplies   0.3
Industrial Machinery and Equipment - 1.7%
 Electrical Equipment   0.6
 Industrial Machinery and Equipment   1.1
Media and Leisure - 1.9%
 Lodging and Gaming   1.3
 Publishing   0.4
 Restaurants   0.2
Nondurables - 2.5%
 Beverages   1.3
 Foods   0.3
 Household Products   0.8
 Tobacco   0.1
Retail and Wholesale - 5.7%
 Apparel Stores   0.6%
 General Merchandise Stores   2.1
 Grocery Stores   1.0
 Retail and Wholesale, Miscellaneous   1.5
 Trading Companies   0.5
Services   0.8
Repurchase Agreements   20.6
Technology - 3.6%
 Computers and Office Equipment   1.8
 Electronics   1.3
 Photographic Equipment   0.5
Transportation - 2.0%
 Air Transportation   0.3
 Railroads   0.2
 Shipping   0.8
 Trucking and Freight   0.7
Utilities - 8.4%
 Cellular   0.4
 Electric Utility   3.8
 Telephone Services   4.1
 Water   0.1
    100.0%
FINANCIAL STATEMENTS
 
 
Statement of Assets and Liabilities
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                              <C>              <C>             
October 31, 1993                                                                                                                 
 
ASSETS                                                                                                                            
 
Investment in securities, at value (including repurchase agreements of $44,372,000) 
(cost $198,193,257) (Notes                                                                  $ 215,592,717   
1, 2 and 3) - See accompanying schedule                                                                                          
 
Short foreign currency contracts (Note 2)                                                        $ (14,037,610)                   
Contracts held, at value                                                                                                          
 
 Receivable for contracts held                                                                   14,420,513       382,903        
 
Cash                                                                                                               411            
 
Receivable for investments sold                                                                                     4,364,756      
 
Receivable for fund shares sold                                                                                   9,944,851      
 
Dividends receivable                                                                                               215,512        
 
Interest receivable                                                                                                142,173        
 
 Total assets                                                                                                     230,643,323    
 
LIABILITIES                                                                                                                      
 
Payable for investments purchased                                                              8,623,381                       
 
Payable for fund shares redeemed                                                                 256,368                         
 
Accrued management fee                                                                        124,782                         
 
Other payables and accrued expenses                                                             268,483                         
 
 Total liabilities                                                                                               9,273,014      
 
NET ASSETS                                                                                                    $ 221,370,309   
 
Net Assets consist of:                                                                                                             
 
Paid in capital                                                                                                  $ 205,154,246   
 
Accumulated net investment                                                                                         (208,608)      
(loss)                                                                                                                          
 
Accumulated undistributed net realized gain (loss) on investments                                                  (1,357,692)    
 
Net unrealized appreciation (depreciation) on:                                                                                    
 
 Investment securities                                                                                              17,399,460     
 
 Foreign currency contracts                                                                                        382,903        
 
NET ASSETS, for 17,116,868 shares outstanding                                                                    $ 221,370,309   
 
NET ASSET VALUE and redemption price per share ($221,370,309 (divided by) 17,116,868 shares)                        $12.93         
 
Maximum offering price per share (100/95.25 of $12.93) (Note 5)                                                     $13.57         
 
</TABLE>
 
Statement of Operations
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                     <C>           <C>            
Year Ended October 31, 1993                                                                          
 
INVESTMENT INCOME                                                                     $ 1,232,094    
Dividends                                                                                            
 
Interest                                                                               436,145       
 
Foreign exchange gain (loss)                                                           (33,055)      
 
                                                                                       1,635,184     
 
Less foreign taxes withheld                                                            (194,435)     
(Note 1)                                                                                             
 
 Total income                                                                          1,440,749     
 
EXPENSES                                                                                             
 
Management fee (Note 5)                                                 $ 506,995                    
Basic fee                                                                                            
 
 Performance adjustment                                                  (3,885)                     
 
Transfer agent fees (Note 5)                                             309,346                     
 
Distribution fees (Note 5)                                               422,735                     
 
Accounting fees and expenses (Note 5)                                    57,711                      
 
Non-interested trustees' compensation                                    314                         
 
Custodian fees and expenses                                              85,008                      
 
Registration fees                                                        108,657                     
 
Audit                                                                    52,981                      
 
Legal                                                                    4,150                       
 
Miscellaneous                                                            13,722                      
 
 Total expenses                                                                        1,557,734     
 
 Net investment income (loss)                                                          (116,985)     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1, 2 AND 4)                                
Net realized gain (loss) on:                                                                         
 
 Investment securities                                                   1,114,424                   
 
 Foreign currency contracts                                              (411,915)     702,509       
 
Change in net unrealized appreciation (depreciation) on:                                             
 
 Investment securities                                                   18,349,767                  
 
 Foreign currency contracts                                              382,903       18,732,670    
 
Net gain (loss)                                                                        19,435,179    
 
Net increase (decrease) in net assets resulting from operations                       $ 19,318,194   
 
</TABLE>
 
Statement Of Changes in Net Assets
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                  <C>                          <C>            
                                                                                       YEARS ENDED OCTOBER 31,                   
 
                                                                                        1993                         1992         
 
INCREASE (DECREASE) IN NET ASSETS                                                                                                
 
Operations                                                                           $ (116,985)                  $ 90,237       
Net investment income (loss)                                                                                          
 
 Net realized gain (loss) on investments                                                702,509                      1,106,799     
 
 Change in net unrealized appreciation (depreciation) on investments                 18,732,670                   (2,322,943)   
 
 Net increase (decrease) in net assets resulting from operations                      19,318,194                   (1,125,907)   
 
Distributions to shareholders from:                                                    (148,613)                    (267,173)     
Net investment income                                                                                                             
 
 Net realized gain                                                                    (59,260)                     -             
 
Share transactions                                                                     202,379,717                  6,987,589     
Net proceeds from sales of shares                                                                                                 
 
 Reinvestment of distributions from:                                                   117,994                      201,073       
 Net investment income                                                                                                           
 
  Net realized gain                                                                    47,051                       -             
 
 Cost of shares redeemed                                                               (18,936,702)                 (6,234,902)   
 
 Net increase (decrease) in net assets resulting from share transactions               183,608,060                  953,760       
 
  Total increase (decrease) in net assets                                              202,718,381                  (439,320)     
 
NET ASSETS                                                                                                                        
 
 Beginning of period                                                                   18,651,928                   19,091,248    
 
 End of period (including accumulated net investment income (loss) of $(208,608) and 
$56,990, respectively)                                                               $ 221,370,309                $ 18,651,928   
 
OTHER INFORMATION                                                                                                                
Shares                                                                                                                            
 
 Sold                                                                                  16,705,346                   710,845       
                                                                                                                                  
 
 Issued in reinvestment of distributions from:                                        12,994                       21,300        
 Net investment income                                                                                                        
 
  Net realized gain                                                                    5,182                        -             
 
 Redeemed                                                                            (1,663,185)                  (627,858)     
 
 Net increase (decrease)                                                               15,060,337                   104,287       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                        <C>                         <C>        <C>        <C>                  
                                                            YEARS ENDED OCTOBER 31,                          APRIL 23, 1990       
                                                                                                             (COMMENCEMENT        
                                                                                                             OF OPERATIONS) TO    
                                                                                                             OCTOBER 31,          
 
                                                           1993                        1992       1991       1990                 
 
SELECTED PER-SHARE DATA                                                                                                           
 
Net asset value, beginning of period                       $ 9.07                      $ 9.78     $ 9.55     $ 10.00              
 
Income from Investment Operations                                                                                                 
 
 Net investment income                                      .03                         .05        .14        .05                 
 
 Net realized and unrealized gain (loss) on investments     3.93                        (.62)      .17        (.50)               
 
 Total from investment operations                           3.96                        (.57)      .31        (.45)               
 
Less Distributions                                                                                                                
 
 From net investment income                                 (.07)                       (.14)      (.07)      -                   
 
 From net realized gain                                     (.03)**                     -          (.01)**    -                   
 
 Total distributions                                        (.10)                       (.14)      (.08)      -                   
 
Net asset value, end of period                             $ 12.93                     $ 9.07     $ 9.78     $ 9.55               
 
TOTAL RETURN (dagger) (double dagger)                       44.13%                      (5.88)%    3.25%      (4.50)%             
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                      
 
Net assets, end of period (000 omitted)                    $ 221,370                   $ 18,652   $ 19,091   $ 18,161             
 
Ratio of expenses to average net assets                     2.38%                       2.64%      2.85%      3.07%*#             
 
Ratio of net investment income to average net assets        (.18)%                      .48%       1.48%      1.45%*              
 
Portfolio turnover rate                                     42%                         168%       226%       137%*               
 
</TABLE>
 
* ANNUALIZED
** INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
(dagger) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD THE ADVISER NOT
REDUCED CERTAIN EXPENSES DURING THE PERIOD SHOWN.
(double dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
# LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED OCTOBER 31, 1993
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Overseas Fund (the fund) (formerly Fidelity Advisor
Overseas Portfolio) is a fund of Fidelity Advisor Series VII (the trust)
(formerly Fidelity Securities Trust) and is authorized to issue an
unlimited number of shares. The trust is registered under the Investment
Company Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust. The
following summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which quotations are readily available
are valued at the last sale price, or if no sale price, at the closing bid
price in the principal market in which such securities are normally traded.
Securities for which quotations are not readily available are valued
primarily using dealer-supplied valuations or at their fair value as
determined in good faith under consistently applied procedures under the
general supervision of the Board of Trustees. Short-term securities
maturing within sixty days are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes where recovery of such taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
foreign currency transactions.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
2. OPERATING POLICIES - CONTINUED
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
INDEXED SECURITIES. The fund may invest in indexed securities whose value
is linked either directly or inversely to changes in foreign currencies,
interest rates, commodities, indices, or other reference instruments.
Indexed securities may be more volatile than the reference instrument
itself, but any loss is limited to the amount of the original investment.
3. JOINT TRADING ACCOUNT. 
At the end of the period, the fund had 20% or more of its total investments
in repurchase agreements through a joint trading account. These repurchase
agreements were with entities whose creditworthiness has been reviewed and
found satisfactory by FMR. The repurchase agreements were dated October 29,
1993 and due November 1, 1993. The maturity values of the joint trading
account investments were $44,382,945 at 2.96%. The investments in
repurchase agreements through the joint trading account are summarized as
follows:
  MAXIMUM
  AMOUNT AGGREGATE AGGREGATE AGGREGATE
 NO. OF WITH ONE PRINCIPAL MATURITY MARKET COUPON MATURITY
 DEALERS DEALER AMOUNT OF AMOUNT OF VALUE OF RATES OF DATES OF
 OR BANKS OR BANK AGREEMENTS AGREEMENTS COLLATERAL COLLATERAL COLLATERAL
 25 11.7% $15,915,716,000 $15,919,637,945 $15,957,867,622 3.875% to 11/4/93
to
      14.25% 8/15/23
4. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $160,053,014 and $24,891,725, respectively.
5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates ranging from
.30% to .52% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .45%.
The basic fee is subject to a performance adjustment (up to a maximum of
+ or - .20%) based on the fund's investment performance as compared to the
appropriate index over a specified period of time. For the period, the
management fee was equivalent to an annual rate of .77% of average net
assets after the performance adjustment.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .2850% to .5200%. FMR has voluntarily agreed to implement this
new group fee rate schedule as it results in the same or a lower management
fee.
SUB-ADVISER FEE. FMR, on behalf of the fund, entered into sub-advisory
agreements with affiliates of FMR. In addition, one of the sub-advisers,
Fidelity International Investment Advisors (FIIA), entered into a
sub-advisory agreement with its subsidiary, Fidelity International
Investment Advisors (U.K.) Limited (FIIAL U.K.). Under the sub-advisory
arrangements, FMR may receive 
5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SUB-ADVISER FEE - CONTINUED
investment advice and research services and may grant the sub-advisers
investment management authority to buy and sell securities. FMR pays its
sub-advisers either a portion of its management fee or a fee based on costs
incurred for these services. FIIA pays FIIAL U.K. a fee based on costs
incurred for either service.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, the
fund pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a
distribution and service fee that is based on an annual rate of .65% of its
average net assets. For the period, the fund paid FDC $422,735 of which
$325,181 was paid to securities dealers, banks and other financial
institutions for selling shares of the fund and providing shareholder
support services.
In addition, FMR or FDC may use its resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $3,509 for the
period.
SALES LOAD. FDC received sales charges for selling shares of the fund. The
sales charge rates ranged from 2.00% to 4.75% based on purchase amounts of
less than $1,000,000. Purchase amounts of $1,000,000 or more are not
charged a sales load. For the period, FDC received $3,895,423 of which
$3,327,440 was paid to securities dealers, banks and other financial
institutions.
TRANSFER AGENT FEE. State Street Bank and Trust Company (SSB) is the
transfer, dividend disbursing and shareholder servicing agent for the fund.
SSB has an arrangement for certain transfer, dividend disbursing and
shareholder servicing to be performed by Fidelity Investments Institutional
Operations Company (FIIOC), an affiliate of FMR. Under revised fee
arrangements which became effective January 1, 1993, the fund pays fees
based on the type, size, number of accounts and the number of transactions
made by shareholders.
ACCOUNTING FEE. Fidelity Service Co. an affiliate of FMR, maintains the
fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $800 for the period.
 
 
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Trustees of Fidelity Advisor Series VII and the Shareholders of
Fidelity Advisor Overseas Fund:
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Advisor Overseas Fund (formerly Fidelity Advisor Overseas
Portfolio (a fund of Fidelity Advisor Series VII (formerly Fidelity
Securities Trust)) at October 31, 1993, the results of its operations for
the year then ended, the changes in its net assets and the financial
highlights for the periods indicated in conformity with generally accepted
accounting principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of
the Fidelity Advisor Overseas Fund's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material 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
financial statement presentation. We believe that our audits, which
included confirmation of securities owned at October 31, 1993 by
correspondence with the custodian and brokers and the application of
alternative auditing procedures where confirmations from brokers were not
received, provide a reasonable basis for the opinion expressed above.
 PRICE WATERHOUSE
Boston, Massachusetts
December 8, 1993
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE 
SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS IN THE FUND UNLESS 
PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR
FIDELITY DISTRIBUTORS CORPORATION IS A 
BANK AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED BY
THE FDIC.
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
 London, England
Fidelity Management & Research (Far East) Inc.
 (FMR Far East) Tokyo, Japan
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors
 (U.K.) Limited (FIIAL U.K.)
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox
Phyllis Burke Davis
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Peter S. Lynch
Edward H. Malone
Marvin L. Mann
Gerald C. McDonough
Thomas R. Williams
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
State Street Bank and Trust Company
Boston, MA
CUSTODIAN
Chase Manhattan Bank, N.A.
New York, NY
 
 
THE FIDELITY ADVISOR FUND FAMILY
ASK YOUR INVESTMENT PROFESSIONAL ABOUT THE ADVISOR FUND OR FUNDS THAT BEST
SUIT YOUR INVESTMENT NEEDS.
INCOME
GROWTH
EQUITY FUNDS
Fidelity Advisor Overseas Fund
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund(dagger)
Fidelity Advisor Global Resources Fund(dagger)(dagger)
GROWTH AND INCOME FUNDS
Fidelity Advisor Equity Portfolio Income
Fidelity Advisor Income & Growth Fund
FIXED-INCOME FUNDS
Fidelity Advisor High Yield Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Advisor Short Fixed-Income Fund
TAX-EXEMPT FUNDS
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Limited Term Tax-Exempt Fund
MONEY MARKET FUNDS
Daily Money Fund: Money Market Portfolio
Daily Money Fund: U.S. Treasury Portfolio
Daily Tax-Exempt Money Fund
ABOUT THESE CHARTS. The bar graphs shown above are intended as a relative
comparison of current income and growth potential among the various fund 
types. The graphs are based solely on the general investment objective of
each fund category and do not represent actual or implied fund performance
or 
portfolio composition.
(dagger) Formerly the Fidelity Special Situations Fund: Advisor Class.
(dagger)(dagger) Formerly the Fidelity Advisor Global Natural Resources
Portfolio.



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