FIDELITY ADVISOR SERIES VII
497, 1996-08-02
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SUPPLEMENT TO THE PROSPECTUS
FIDELITY ADVISOR FUNDS
CLASS A AND CLASS B
DATED FEBRUARY 26, 1996
The following information replaces the sixth paragraph on page 3 in the
"Who May Want to Invest" section.
Government Investment is designed for investors who seek high current
income from a portfolio of U.S. Government securities in a manner
consistent with preserving principal.
Intermediate Bond and Short Fixed-Income are designed for investors who
seek high current income from a portfolio of investment-grade debt
securities consistent with capital preservation.
   The following information replaces the similar information regarding
Income & Growth found in the "Expenses" section beginning on page 4.
Effective August 1, 1996, FMR voluntarily agreed to reduce Income &
Growth's individual fund fee rate from 0.20% to 0.15%.
The following are projections based on historical expenses, adjusted for
current fees, of Class A of Income & Growth, and are calculated as a
percentage of average net assets of Class A of Income & Growth. A portion
of the brokerage commissions that the fund paid was used to reduce other
expenses. Including this reduction, total operating expenses would have
been 1.26% for Class A of Income & Growth.    
                  Operating Expenses   Class A   
 
INCOME & GROWTH   Management fee       0.46%[    
                                       A]        
 
                  12b-1 fee            0.50%     
                  (Distribution fee)             
 
                  Other expenses                 
                                       0.31%     
 
                  Total operating      1.27%     
                  expenses                       
 
   
[A] EFFECTIVE AUGUST 1, 1996 FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION. THE INDIVIDUAL FUND FEE RATE WAS REDUCED FROM
0.20% TO 0.15%. IF THIS AGREEMENT WAS NOT IN EFFECT, THE MANAGEMENT FEE
WOULD HAVE BEEN 0.51%.
    EXPENSE TABLE EXAMPLE:    You would pay the following expenses,
including the maximum front-end sales charge, on a $1,000 investment in
Class A shares, assuming a 5% annual return and full redemption at the end
of each time period:    
            Examples   
 
                                 Full Redemption   
 
                                 Class A           
 
INCOME & GROWTH   After 1 year   $47               
 
                  After 3        $74               
                  years                            
 
                  After 5        $102              
                  years                            
 
                  After 10       $183              
                  years                            
 
       THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT
TO SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY   .
Effective January 1, 1996, FMR has voluntarily agreed to reimburse Class A
of Income & Growth to the extent that total operating expenses as a
percentage of its average net assets exceed 1.75%.     
The following information updates the discussion of portfolio managers
found in the "FMR and Affiliates" section on page 27.
C. Robert Chow is manager of Advisor Equity Income, which he has managed
since March 1996. Previously, he managed Select Paper and Forest Products,
Select Computers, and Select Insurance. In addition, he was an equity
analyst covering consumer finance and household products. Mr. Chow joined
Fidelity in 1989.
Bettina E. Doulton is lead manager and vice president of Advisor Income &
Growth, which she has managed since March 1996. Ms. Doulton also manages
Advisor Annuity Income & Growth, and Puritan(registered trademark).
Previously, she managed Advisor Equity Income, VIP Equity-Income, Value,
Select Automotive, and was an assistant to Peter Lynch on
Magellan(registered trademark). Ms. Doulton also served as an analyst
following the automotive and tire industry as well as the gaming and
lodging industry. Ms. Doulton joined Fidelity in 1986.
Kevin E. Grant is vice president of Advisor Income & Growth and has been
manager of its fixed-income investments since March 1996. Mr. Grant is also
vice president and manager of Advisor Intermediate Bond, and manager of
Advisor Strategic Income's U.S. government and domestic investment grade
investments. In addition, he manages the fixed-income investments of
Puritan. Mr. Grant also manages Advisor World Limited Term Bond, Spartan
Ginnie Mae, Ginnie Mae, and Mortgage Securities. Previously, he was vice
president and chief strategist for mortgage-backed securities at Morgan
Stanley and an investment director at Aetna. Mr. Grant joined Fidelity in
1993.
Lawrence Greenberg is vice president and manager of Advisor Equity Growth,
which he has managed since June 1996. Mr. Greenberg also manages
VIP:Growth, Growth Company, and Emerging Growth. Mr. Greenberg joined
Fidelity in 1986.
Harris B. Leviton is vice president and manager of Advisor Strategic
Opportunities, which he has managed since March 1996. Previously, he
managed Retirement Growth, Select Electronics, and Convertible Securities.
Mr. Leviton joined Fidelity in 1986.
Richard Mace, Jr. is vice president and manager of Advisor Overseas, which
he has managed since March 1996. Mr. Mace also manages International Value,
Global Balanced, Overseas, Advisor Annuity Overseas, and VIP Overseas.
Previously, he managed International Growth & Income, Select
Transportation, Select Industrial Materials, and Select Chemicals.
Additionally, between 1992 and 1993, he co-managed Equity-Income and Global
Balanced. Mr. Mace joined Fidelity in 1987.
Thomas Sprague is manager of Advisor Large Cap, which he has managed since
March 1996. Mr. Sprague also manages Large Cap Stock, Trust Earnings
Growth, and Advisor World U.S. Large Cap. Previously, he managed Select
Environmental Services, Select Electronics, Select Software, and Select
Computer Services. Mr. Sprague joined Fidelity in 1989.
   Effective August 30, 1996, the following information updates the
discussion of portfolio managers found in the "FMR and Its Affiliates"
section beginning on page 27.
Stephen Dufour is manager of Advisor Global Resources, which he has managed
since August 1996. He also manages several other Fidelity funds.
Previously, Mr. Dufour managed other funds and was an analyst. Prior to
joining Fidelity in 1992, Mr. Dufour earned an MBA in finance from the
University of Chicago.
The following information replaces the two paragraphs under the heading
"Income & Growth Fund" in the "Investment Principles and Risks" section on
page 31.
    INCOME & GROWTH FUND    seeks both income and growth of capital by
investing in a diversified portfolio of equity and fixed-income securities
with income, growth of income and capital appreciation potential.
FMR manages the fund to maintain a balance between stocks and bonds. When
FMR's outlook is neutral, it will invest approximately 60% of the fund's
assets in stocks and other equity securities and the remainder in bonds and
other fixed-income securities. FMR may vary from this target if it believes
stocks or bonds offer more favorable opportunities, but will always invest
at least 25% of the fund's total assets in fixed-income senior securities
(including debt securities and preferred stock).
The fund invests in equity securities, convertible securities, common and
preferred stocks, and fixed-income securities that provide income or
opportunities for capital growth. The fund may buy securities that are not
currently paying income but offer prospects for future income. The fund may
invest in securities of foreign issuers. In selecting investments for the
fund, FMR will consider such factors as the issuer's financial strength,
its outlook for increased dividend or interest payments, and the potential
for capital gains.    
The following information replaces the second paragraph on page 32 under
the heading "Government Investment Fund" in the "Investment Principles and
Risks" section.
The fund normally invests only in U.S. Government securities, repurchase
agreements and other instruments related to U.S. Government securities.
Under normal conditions, the fund will invest at least 65% of its total
assets in U.S. Government securities and repurchase agreements for U.S.
Government securities. Other instruments may include futures or options on
U.S. Government securities securities or interests in U.S. Government
securities that have been repackaged by dealers or other third parties.
The following information replaces the second paragraph on page 33 under
the heading "Intermediate Municipal Income Fund" in the "Investment
Principles and Risks" section.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal income tax. The fund normally invests
in municipal obligations rated investment-grade or higher. The fund may
also invest more than 25% of its total assets in tax-free securities whose
revenue sources are from similar types of projects (e.g., education,
electric utilities, health care, housing, transportation or water, sewer,
and gas utilities) or whose issuers share the same geographic location. The
fund may, under normal conditions, invest up to 100% of its assets in
municipal securities subject to the federal alternative minimum tax.
The following information replaces the second paragraph on page 33 under
the heading "California Municipal Income Fund" in the "Investment
Principles and Risks" section.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal and California income taxes. The fund
normally invests in municipal securities of investment-grade quality. The
fund may, under normal conditions, invest up to 100% of its assets in
municipal securities subject to the federal alternative minimum tax.
The following information replaces the second paragraph beginning on page
33 under the heading "New York Municipal Income Fund" in the "Investment
Principles and Risks" section.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal and New York State and City personal
income taxes. The fund normally invests in municipal securities of
investment-grade quality. The fund may, under normal conditions, invest up
to 100% of its assets in municipal securities subject to the federal
alternative minimum tax.
The following information replaces the information found in the
RESTRICTIONS subsection on page 36 under the heading "Debt Securities"
(found on page 34) in the "Securities and Investment Practices" section.
For all of the Equity Funds, purchase of a debt security is consistent with
a fund's debt quality policy if it is rated at or above the stated level by
Moody's or rated in the equivalent categories by S&P, or is unrated but
judged to be of equivalent quality by FMR.
Global Resources currently intends to limit its investment in lower than
Baa-quality debt securities to less than 35% of its assets and currently
intends to limit its investments in debt securities to Caa-quality and
above.
Each of Overseas, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Equity Income, and Income & Growth currently
intends to limit its investments in lower than Baa-quality debt securities
to less than 35% of its assets.
Each of Short Fixed-Income, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income normally invests only in investment-grade securities,
but reserves the right to invest up to 5% of its assets in below
investment-grade securities. A security is considered to be
investment-grade if it is rated investment-grade by Moody's Investor
Service, Standard & Poor's, Duff & Phelps Credit Rating Co., or Fitch
Investors Service, L.P., or is unrated but judged by FMR to be of
equivalent quality.
Intermediate Bond invests only in investment-grade securities, and will
limit its investments in medium quality securities to 5% of its assets. A
security is considered to be investment-grade or medium quality if it is
rated investment-grade or medium quality, respectively, by Moody's
Investors Service, Standard & Poor's, Duff & Phelps Credit Rating Co., or
Fitch Investors Service, L.P., or is unrated but judged by FMR to be of
equivalent quality.
High Income Municipal does not currently intend to invest more than 10% of
its total assets in bonds that are in default.
   The following information replaces the similar information regarding
Income & Growth found in the table in the "Breakdown of Expenses" section
on page 40.    
                  Group      Individual   Total      
                  Fee Rate   Fund Fee     Manageme   
                             Rate         nt Fee     
 
Income & Growth    0.31%      0.15%[       0.46%     
                             C]                      
 
   [C] EFFECTIVE AUGUST 1, 1996, FMR VOLUNTARILY AGREED TO REDUCE THE
FUND'S INDIVIDUAL FUND FEE RATE FROM 0.20% TO 0.15%. IF THIS REDUCTION WAS
NOT IN EFFECT, THE TOTAL FEE WOULD HAVE BEEN 0.51%    
Effective April 1, 1996 through September 30, 1996, the following
information supplements the discussion of sales charges and investment
professional concessions found in the "Transaction Details" section on page
51.
Investment professionals will receive full reallowance of the sales charge
paid on purchases of Class A shares of Advisor California Municipal Income
and Advisor New York Municipal Income.
Effective April 1, 1996 through September 30, 1996, the following
information supplements the second paragraph following the contingent
deferred sales charge schedules found in the "Transaction Details" section
on page 52.
Investment professionals with whom FDC has agreements will receive as
compensation from FDC a concession equal to 3.50% of your purchase of Class
B shares of Advisor California Municipal Income and Advisor New York
Municipal Income.
 
SUPPLEMENT TO THE FIDELITY ADVISOR INSTITUTIONAL CLASS PROSPECTUS
DATED FEBRUARY 26, 1996
The following information replaces the seventh paragraph on page 3 in the
"Who May Want to Invest" section.
Government Investment is designed for investors who seek high current
income from a portfolio of U.S. Government securities in a manner
consistent with preserving principal.
Intermediate Bond and Short Fixed-Income are designed for investors who
seek high current income from a portfolio of investment-grade debt
securities consistent with capital preservation.
   The following information replaces the similar information regarding
Income & Growth found in the "Expenses" section beginning on page 4.
Effective August 1, 1996, FMR voluntarily agreed to reduce Income &
Growth's individual fund fee rate from 0.20% to 0.15%.
The following are projections based on historical expenses, adjusted for
current fees, of the Institutional Class of Income & Growth, and are
calculated as a percentage of average net assets of the Institutional Class
of Income & Growth. A portion of the brokerage commissions that the fund
paid was used to reduce other expenses. Including this reduction, total
operating expenses would have been 1.24% for the Institutional Class of
Income & Growth.    
      Operating Expenses   
 
INCOME & GROWTH   Management fee             0.46%[B   
                                             ]         
 
                  12b-1 fee (Distribution    None      
                  fee)                                 
 
                  Other expenses  (after     0.79%[A   
                  reimbursement)             ]         
 
                  Total operating            1.25%     
                  expenses                             
 
   [A] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.
[B] EFFECTIVE AUGUST 1, 1996 FMR VOLUNTARILY AGREED TO IMPLEMENT A
MANAGEMENT FEE REDUCTION. THE INDIVIDUAL FUND FEE RATE WAS REDUCED FROM
0.20% TO 0.15%. IF THIS AGREEMENT WAS NOT IN EFFECT, THE MANAGEMENT FEE
WOULD HAVE BEEN 0.51%.
    EXPENSE TABLE EXAMPLE:    You would pay the following expenses on a
$1,000 investment in Institutional Class shares, assuming a 5% annual
return and full redemption at the end of each time period:    
      Examples         
 
INCOME & GROWTH   After 1 year   $13    
 
                  After 3        $40    
                  years                 
 
                  After 5        $69    
                  years                 
 
                  After 10       $151   
                  years                 
 
       THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT
   MEANT TO SUGGEST ACTU    AL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH
MAY VARY   .
Effective October 30, 1995, FMR has voluntarily agreed to reimburse the
Institutional Class of Income & Growth to the extent that total operating
expenses as a percentage of its average net assets exceed 1.25%. If this
agreement were not in effect, other expenses of the Institutional Class as
a percentage of average net assets would have been 1.40% for Income &
Growth.    
The following information updates the discussion of portfolio managers
found in the "FMR and Affiliates" section on page 20.
C. Robert Chow is manager of Advisor Equity Income, which he has managed
since March 1996. Previously, he managed Select Paper and Forest Products,
Select Computers, and Select Insurance. In addition, he was an equity
analyst covering consumer finance and household products. Mr. Chow joined
Fidelity in 1989.
Bettina E. Doulton is lead manager and vice president of Advisor Income &
Growth, which she has managed since March 1996. Ms. Doulton also manages
Advisor Annuity Income & Growth, and Puritan(registered trademark).
Previously, she managed Advisor Equity Income, VIP Equity-Income, Value,
Select Automotive, and was an assistant to Peter Lynch on
Magellan(registered trademark). Ms. Doulton also served as an analyst
following the automotive and tire industry as well as the gaming and
lodging industry. Ms. Doulton joined Fidelity in 1986.
Kevin E. Grant is vice president of Advisor Income & Growth and has been
manager of its fixed-income investments since March 1996. Mr. Grant is also
vice president and manager of Advisor Intermediate Bond, and manager of
Advisor Strategic Income's U.S. government and domestic investment grade
investments. In addition, he manages the fixed-income investments of
Puritan. Mr. Grant also manages Advisor World Limited Term Bond, Spartan
Ginnie Mae, Ginnie Mae, and Mortgage Securities. Previously, he was vice
president and chief strategist for mortgage-backed securities at Morgan
Stanley and an investment director at Aetna. Mr. Grant joined Fidelity in
1993.
Lawrence Greenberg is vice president and manager of Advisor Equity Growth,
which he has managed since June 1996. Mr. Greenberg also manages
VIP:Growth, Growth Company, and Emerging Growth. Mr. Greenberg joined
Fidelity in 1986.
Harris B. Leviton is vice president and manager of Advisor Strategic
Opportunities, which he has managed since March 1996. Previously, he
managed Retirement Growth, Select Electronics, and Convertible Securities.
Mr. Leviton joined Fidelity in 1986.
Richard Mace, Jr. is vice president and manager of Advisor Overseas, which
he has managed since March 1996. Mr. Mace also manages International Value,
Global Balanced, Overseas, Advisor Annuity Overseas, and VIP Overseas.
Previously, he managed International Growth & Income, Select
Transportation, Select Industrial Materials, and Select Chemicals.
Additionally, between 1992 and 1993, he co-managed Equity-Income and Global
Balanced. Mr. Mace joined Fidelity in 1987.
Thomas Sprague is manager of Advisor Large Cap, which he has managed since
March 1996. Mr. Sprague also manages Large Cap Stock, Trust Earnings
Growth, and Advisor World U.S. Large Cap. Previously, he managed Select
Environmental Services, Select Electronics, Select Software, and Select
Computer Services. Mr. Sprague joined Fidelity in 1989.
   Effective August 30, 1996, the following information updates the
discussion of portfolio managers found in the "FMR and Its Affiliates"
section beginning on page 20.
Stephen Dufour is manager of Advisor Global Resources, which he has managed
since August 1996. He also manages several other Fidelity funds.
Previously, Mr. Dufour managed other funds and was an analyst. Prior to
joining Fidelity in 1992, Mr. Dufour earned an MBA in finance from the
University of Chicago.
The following information replaces the two paragraphs under the heading
"Income & Growth Fund" in the "Investment Principles and Risks" section on
page 24.
    INCOME & GROWTH FUND    seeks both income and growth of capital by
investing in a diversified portfolio of equity and fixed-income securities
with income, growth of income and capital appreciation potential.
FMR manages the fund to maintain a balance between stocks and bonds. When
FMR's outlook is neutral, it will invest approximately 60% of the fund's
assets in stocks and other equity securities and the remainder in bonds and
other fixed-income securities. FMR may vary from this target if it believes
stocks or bonds offer more favorable opportunities, but will always invest
at least 25% of the fund's total assets in fixed-income senior securities
(including debt securities and preferred stock).
The fund invests in equity securities, convertible securities, common and
preferred stocks, and fixed-income securities that provide income or
opportunities for capital growth. The fund may buy securities that are not
currently paying income but offer prospects for future income. The fund may
invest in securities of foreign issuers. In selecting investments for the
fund, FMR will consider such factors as the issuer's financial strength,
its outlook for increased dividend or interest payments, and the potential
for capital gains.    
The following information replaces the second paragraph on page 25 under
the heading "Government Investment Fund" in the "Investment Principles and
Risks" section.
The fund normally invests only in U.S. Government securities, repurchase
agreements and other instruments related to U.S. Government securities.
Under normal conditions, the fund will invest at least 65% of its total
assets in U.S. Government securities and repurchase agreements for U.S.
Government securities. Other instruments may include futures or options on
U.S. Government securities securities or interests in U.S. Government
securities that have been repackaged by dealers or other third parties.
The following information replaces the second paragraph on page 26 under
the heading "Intermediate Municipal Income Fund" in the "Investment
Principles and Risks" section.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal income tax. The fund normally invests
in municipal obligations rated investment-grade or higher. The fund may
also invest more than 25% of its total assets in tax-free securities whose
revenue sources are from similar types of projects (e.g., education,
electric utilities, health care, housing, transportation or water, sewer,
and gas utilities) or whose issuers share the same geographic location. The
fund may, under normal conditions, invest up to 100% of its assets in
municipal securities subject to the federal alternative minimum tax.
The following information replaces the second paragraph on page 26 under
the heading "California Municipal Income Fund" in the "Investment
Principles and Risks" section.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal and California income taxes. The fund
normally invests in municipal securities of investment-grade quality. The
fund may, under normal conditions, invest up to 100% of its assets in
municipal securities subject to the federal alternative minimum tax.
The following information replaces the second paragraph beginning on page
26 under the heading "New York Municipal Income Fund" in the "Investment
Principles and Risks" section.
The fund normally invests at least 80% of its net assets in securities
whose interest is free from federal and New York State and City personal
income taxes. The fund normally invests in municipal securities of
investment-grade quality. The fund may, under normal conditions, invest up
to 100% of its assets in municipal securities subject to the federal
alternative minimum tax.
The following information replaces the information found in the
RESTRICTIONS subsection beginning on page 27 under the heading "Debt
Securities" (found on page 27) in the "Securities and Investment Practices"
section.
For all of the Equity Funds, purchase of a debt security is consistent with
a fund's debt quality policy if it is rated at or above the stated level by
Moody's or rated in the equivalent categories by S&P, or is unrated but
judged to be of equivalent quality by FMR.
Global Resources currently intends to limit its investment in lower than
Baa-quality debt securities to less than 35% of its assets and currently
intends to limit its investments in debt securities to Caa-quality and
above.
Each of Overseas, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Equity Income, and Income & Growth currently
intends to limit its investments in lower than Baa-quality debt securities
to less than 35% of its assets.
Each of Short Fixed-Income, Intermediate Municipal Income,
Short-Intermediate Municipal Income, California Municipal Income, and New
York Municipal Income normally invests only in investment-grade securities,
but reserves the right to invest up to 5% of its assets in below
investment-grade securities. A security is considered to be
investment-grade if it is rated investment-grade by Moody's Investor
Service, Standard & Poor's, Duff & Phelps Credit Rating Co., or Fitch
Investors Service, L.P., or is unrated but judged by FMR to be of
equivalent quality.
Intermediate Bond invests only in investment-grade securities, and will
limit its investments in medium quality securities to 5% of its assets. A
security is considered to be investment-grade or medium quality if it is
rated investment-grade or medium quality, respectively, by Moody's
Investors Service, Standard & Poor's, Duff & Phelps Credit Rating Co., or
Fitch Investors Service, L.P., or is unrated but judged by FMR to be of
equivalent quality.
High Income Municipal does not currently intend to invest more than 10% of
its total assets in bonds that are in default.
 (PAGE 2 OF 2) 
   The following information replaces the similar information regarding
Income & Growth found in the table in the "Breakdown of Expenses" section
on page 33.    
                  Group      Individual   Total      
                  Fee Rate   Fund Fee     Manageme   
                             Rate         nt Fee     
 
Income & Growth    0.31%      0.15%[C      0.46%     
                             ]                       
 
   [C] EFFECTIVE AUGUST 1, 1996 FMR VOLUNTARILY AGREED TO REDUCE THE FUND'S
INDIVIDUAL FUND FEE RATE FROM 0.20% TO 0.15%. IF THIS REDUCTION WAS NOT IN
EFFECT, THE TOTAL FEE WOULD HAVE BEEN 0.51%.    
SUPPLEMENT TO FIDELITY ADVISOR FUNDS: CLASS A, CLASS B, AND INSTITUTIONAL
CLASS
STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY 26, 1996
THE FOLLOWING INFORMATION UPDATES THE DISCUSSION OF EXECUTIVE OFFICERS IN
THE "TRUSTEES AND OFFICERS" SECTION ON PAGE 99.
TRUSTEES AND OFFICERS
Bettina Doulton (31), is Vice President of Income & Growth (1996), and
other funds advised by FMR, and an employee of FMR.
Kevin Grant (35), is Vice President of Income & Growth (1996), and other
funds advised by FMR, and an employee of FMR.
Lawrence Greenberg (33), is Vice President of Equity Growth (1996), and
other funds advised by FMR, and an employee of FMR.
Harris Leviton (35), is Vice President of Strategic Opportunities (1996)
and an employee of FMR.
Richard Mace Jr. (34), is Vice President of Overseas (1996), and other
funds advised by FMR, and an employee of FMR.
THE FOLLOWING INFORMATION SUPPLEMENTS INFORMATION IN THE "ADDITIONAL
PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" SECTION, BEGINNING ON PAGE
93.
CLASS A SHARES ONLY
For the purposes of qualifying for waiver (11), employee benefit plans
subscribing to the Premiere Retirement Savings Plan Program offered by
National Financial Correspondent Services may be aggregated.
   THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION REGARDING
INCOME & GROWTH IN THE "MANAGEMENT CONTRACTS" SECTION ON PAGE 115.
MANAGEMENT CONTRACT. Effective August 1, 1996, FMR voluntarily agreed to
reduce Income & Growth's individual fund fee rate from 0.20% to 0.15%.
Based on the average group net assets of the funds advised by FMR for
December 1995, the annual management fee rate would be calculated as
follows:    
Group Fee Rate         Individual Fund Fee Rate         Management Fee Rate   
 
 .3097%           +     0.15%                      =     .4597%                
 
 



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