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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Advisor Series VII
(Name of Registrant)
File No. 2-67004
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Advisor Series VII
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Advisor Overseas Fund
3.
Investment Company Act File Number: 811-3010
Securities Act File Number: 2-67004
4.
Last day of fiscal year for which this notice is filed: October 31, 1995
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 29,206,632
Aggregate Price: 402,249,901
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 29,206,632
Aggregate Price: 402,249,901
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 402,249,901
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): None
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 299,727,779
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): None
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 102,522,122
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 20,504.42
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 15, 1995
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date November 15, 1995
* Please print the name and title of the signing officer below the
signature.
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November 15, 1995
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 Funds
name was changed by a majority vote of the Board of Trustees to
Plymouth Securities Trust on October 22, 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 Funds
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 Funds 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 Trusts 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 shareholders 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 if 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 29,206,632
shares of the Fund sold in reliance upon Rule 24f-2 during the fiscal
year ended October 31, 1995 (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 Funds Statement of Additional
Information under the heading "Description of the Trusts". 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
Mr. John Costello
November 15, 1995
