FIDELITY ADVISOR SERIES VII
497, 1997-07-01
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SUPPLEMENT TO THE FIDELITY 
ADVISOR FOCUS FUNDS
CLASS A, CLASS T, AND CLASS B
MARCH 24, 1997 PROSPECTUS
The following information replaces similar information found in "Who May
Want to Invest" on page 3.
   Consumer Industries, Cyclical Industries, Health Care, Natural
Resources, Technology, and Utilities Growth are non-diversified funds and
may invest a greater portion of their assets in securities of individual
issuers than diversified funds. As a result, changes in the market value of
a single issuer could cause greater fluctuations in share value than would
occur in a more diversified fund.    
The following information replaces similar information found in "Who May
Want to Invest" on page 3.
   Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio. Class A
and Class T shares have a front-end sales charge and pay a distribution
fee. Class T shares may be subject to a contingent deferred sales charge
(CDSC).     EFFECTIVE AUGUST 1, 1997   , Class A shares may also be subject
to a CDSC. Class B shares do not have a front-end sales charge, but do have
a CDSC, and pay a distribution fee and a shareholder service fee.
Institutional Class shares have no sales charge and do not pay a
distribution fee or a shareholder service fee, but are available only to
certain types of investors. See "Sales Charge Reductions and Waivers," page
33, for Institutional Class eligibility information. You may obtain more
information about Institutional Class shares, which are not offered through
this prospectus, by calling 1-800-843-3001 or from your investment
professional.    
The performance of one class of shares of a fund may be different from the
performance of another class of shares of the same fund because of
different sales charges and class expenses. Contact your investment
professional to discuss which class is appropriate for you.
In determining which class of shares is appropriate for you, you should
consider, among other factors, the amount you plan to invest, the length of
time you intend to hold your shares, your eligibility for a sales charge
waiver or reduction, and the package of services provided to you by your
investment professional and the overall costs of those services. In
general, Class A shares have higher costs than Class T shares over a short
holding period because Class A shares have a higher front-end sales charge,
and Class A shares have lower costs than Class T shares over a longer
holding period because Class A shares have lower 12b-1 fees. If you are
planning to invest a significant amount either at one time or through a
regular investment program, you should consider the reduced front-end sales
charges available on Class A and Class T shares. See "Transaction Details,"
page 30, and "Sales Charge Reductions and Waivers," page 33, for sales
charge reduction information. If you are eligible for a front-end sales
charge waiver on a purchase of both Class A and Class T shares, Class A
shares generally will have lower costs than Class T shares because Class A
shares have lower 12b-1 fees. However, you should evaluate the overall
costs of purchasing Class A shares or Class T shares in the context of the
package of services provided to you by your investment professional. See
"Sales Charge Reductions and Waivers," page 33, for sales charge waiver
information. If you prefer not to pay a front-end sales charge, you should
consider Class B shares. While Class B shares are subject to higher ongoing
costs than Class A or Class T shares, because of their higher 12b-1 fees,
Class B shares are sold with a CDSC instead of a front-end sales charge so
your entire purchase amount is immediately invested. Please note that
purchase amounts of more than $250,000 will not be accepted for Class B
shares, and that Class A or Class T shares may have lower costs for
investments that qualify for a front-end sales charge reduction or waiver.
If you sell your Class B shares within six years, you will normally pay a
CDSC that varies depending on how long you have held your shares. See
"Transaction Details," page 30, for CDSC schedules and related information.
EFFECTIVE AUGUST 1, 1997, the following information replaces similar
information found in "Expenses" on page 3.
                                       
      Clas         Clas         Clas   
      s A          s T          s B    
 
Maximum sales charge on purchases   5.75         3.50         None   
(as a % of offering price)          %            %                   
 
 
<TABLE>
<CAPTION>
<S>                                                                                     <C>    <C>   <C>    <C>   <C>     
Maximum CDSC (as a % of the lesser of original purchase price or redemption proceeds)   None         None         5.00[   
                                                                                        [A]          [A]          B]      
 
</TABLE>
 
Maximum sales charge on    None         None         None   
reinvested distributions                                    
 
 
<TABLE>
<CAPTION>
<S>                                               <C>    <C>   <C>    <C>   <C>    
Redemption fee on shares held less than 60 days   1.00         1.00         1.00   
(as a % of amount redeemed)                       %            %            %      
 
</TABLE>
 
Exchange fee                     None          None          None    
 
Annual account maintenance fee   $12.0         $12.0         $12.0   
(for accounts under $2,500)      0             0             0       
 
[A] A CONTINGENT DEFERRED SALES CHARGE CHARGE OF 0.25% IS ASSESSED ON
CERTAIN REDEMPTIONS OF CLASS A AND CLASS T SHARES ON WHICH A FINDERS FEE
WAS PAID. SEE "TRANSACTION DETAILS," PAGE 30.
[B] DECLINES OVER 6 YEARS FROM 5.00% TO 0%.
       EFFECTIVE AUGUST 1, 1997   , the following information relating to
Class A shares replaces similar information found in "Expenses" on page 4.
The Class A expense numbers in the table below reflect the August 1, 1997
increases in the funds' maximum Class A front-end sales charges.    
EXPENSE TABLE EXAMPLE: You would pay the following expenses, including the
maximum front-end sales charge or CDSC, as applicable, on a $1,000
investment, assuming a 5% annual return and either (1) full redemption or
(2) no redemption, at the end of each time period:
                       Examples                    
                       Full Redemption             
 
                                         Class A   
 
CONSUMER INDUSTRIES    After 1 year      $ 74      
 
                       After 3 years     $ 109     
 
                                                   
 
                                                   
 
CYCLICAL INDUSTRIES    After 1 year      $ 74      
 
                       After 3 years     $ 109     
 
                                                   
 
                                                   
 
FINANCIAL SERVICES     After 1 year      $ 74      
 
                       After 3 years     $ 109     
 
                                                   
 
                                                   
 
HEALTH CARE            After 1 year      $ 74      
 
                       After 3 years     $ 109     
 
                                                   
 
                                                   
 
NATURAL RESOURCES      After 1 year      $ 71      
 
                       After 3 years     $ 100     
 
                       After 5 years     $ 131     
 
                       After 10 years    $ 218     
 
                                                   
 
                                                   
 
TECHNOLOGY             After 1 year      $ 74      
 
                       After 3 years     $ 109     
 
                                                   
 
                                                   
 
UTILITIES GROWTH       After 1 year      $ 74      
 
                       After 3 years     $ 109     
 
                                                   
 
                                                   
 
       EFFECTIVE AUGUST 1, 1997   , the following information replaces
similar information relating to Class A load adjusted total return figures
found in "Performance" on page 13. The total return figures in the table
below reflect the August 1, 1997 increase in Natural Resources' maximum
front-end sales charge. Unless revised in this prospectus supplement, the
footnotes to the total return tables found in "Performance" on page 14
remain unchanged.    
NATURAL RESOURCES
      Average Annual Total Return [A]   Cumulative Total Return [A]   
 
 
 
 
<TABLE>
<CAPTION>
<S>                                   <C>           <C>       <C>                    <C>           <C>       <C>                    
                                      Past 1 year   Past 5    Life of fund(dagger)   Past 1 year   Past 5    Life of fund(dagger)   
                                                    years                                          years                            
 
NATURAL RESOURCES - CLASS A 
(LOAD ADJ.)[B]                        27.20%        17.10%    16.42%                 27.20%        120.19%   284.07%                
 
</TABLE>
 
[B] LOAD ADJUSTED RETURNS FOR CLASS A INCLUDE THE EFFECT OF PAYING CLASS
A'S MAXIMUM 5.75% FRONT-END SALES CHARGE. LOAD ADJUSTED RETURNS FOR CLASS T
SHARES INCLUDE THE EFFECT OF CLASS T'S MAXIMUM 3.50% FRONT-END SALES
CHARGE.
The following information replaces similar information found in "Charter"
on page 16.
       EACH FUND IS A MUTUAL FUND:    an investment that pools
shareholders' money and invests it toward a specified goal. Consumer
Industries, Cyclical Industries, Health Care, Technology, and Utilities
Growth are non-diversified funds and Financial Services is a diversified
fund of Fidelity Advisor Series VII, a Massachusetts business trust
organized on March 21, 1980. Natural Resources is a non-diversified fund of
Advisor Series V, a Massachusetts business trust organized on April 23,
1986. Each trust is an open-end management company. There is a remote
possibility that one fund might become liable for a misstatement in the
prospectus about another fund.    
The following information replaces similar information under the heading
"FMR and Its Affiliates" in the "Charter" section on page 16.
Beso Sikharulidze is manager of Advisor Health Care, which he has managed
since June 1997. He also manages another Fidelity fund. Mr. Sikharulidze
joined Fidelity as an analyst in 1992, after receiving his MBA from Harvard
University.
The following information replaces similar information found in "Investment
Principles and Risks" on page 17.
   The funds may involve significantly greater risks and therefore may
experience greater volatility than a mutual fund that does not concentrate
its investments. Because of the funds' narrow focus, each fund's
performance is closely tied to and affected by industries within its market
sector. Companies in an industry are often faced with the same obstacles,
issues, or regulatory burdens, and their securities may react similarly and
move in unison with these or other market conditions. Also, because the
funds (except Financial Services) are non-diversified, they are further
exposed to increased volatility. Non-diversified funds may have greater
investments in a single issuer than diversified funds, so the performance
of a single issuer can have a substantial impact on a fund's share price.
Finally, the funds' strategies in seeking to achieve their investment
objectives may lead to investments in smaller companies. Securities of
smaller companies, especially those whose business involves emerging
products or concepts, may be more volatile due to their limited product
lines, markets, or financial resources, or their susceptibility to major
setbacks or downturns.     
The following information replaces similar information found in "Securities
and Investment Practices" on page 18.
       EQUITY SECURITIES    may include common stocks, preferred stocks,
convertible securities, and warrants. Common stocks, the most familiar
type, represent an equity (ownership) interest in a corporation. Although
equity securities have a history of long-term growth in value, their prices
fluctuate based on changes in a company's financial condition and on
overall market and economic conditions. Smaller companies are especially
sensitive to these factors.
    RESTRICTIONS:    With respect to 75% of its total assets, Financial
Services may not purchase more than 10% of the outstanding voting
securities of a single issuer. This limitation does not apply to securities
of other investment companies. 
    DIVERSIFICATION.    Diversifying a fund's investment portfolio can
reduce the risks of investing. This may include limiting the amount of
money invested in any one issuer or, on a broader scale, in any one
industry. Economic, business, or political changes can affect all
securities of a similar type. A fund that is not diversified may be more
sensitive to changes in the market value of a single issuer or industry.
    RESTRICTIONS:    Each fund (except Financial Services) is considered
non-diversified. Generally, to meet federal tax requirements at the close
of each quarter, each fund (except Financial Services) does not invest more
than 25% of its total assets in any one issuer and, with respect to 50% of
total assets, does not invest more than 5% of its total assets in any one
issuer. With respect to 75% of its total assets, Financial Services may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer. These limitations do not apply to U.S.
Government securities or to securities of other investment companies. 
Each fund normally invests at least 80% of its assets, but always invests
at least 25% of its total assets, in securities of companies principally
engaged in the business activities of the industries in the market sector
identified for the fund.    
The following information replaces similar information found in
"Fundamental Investment Policies and Restrictions" on page 20.
       EACH FUND    (except Natural Resources) seeks capital appreciation.
Each fund invests at least 25% of its total assets in securities of
companies principally engaged in the business activities of the industries
in the market sector identified for the fund. 
With respect to 75% of its total assets, Financial Services may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer. These limitations do not
apply to U.S. Government securities or to securities of other investment
companies.     
The following information replaces similar information found in "How to Buy
Shares" on page 24.
Once each business day, two share prices are calculated for Class A and
Class T shares of each fund: the offering price and the NAV. If you pay a
front-end sales charge or qualify for a reduction as described on page 33,
your Class A or Class T share price will be the offering price. If you
qualify for a front-end sales charge waiver as described on page 33, your
Class A or Class T share price will be the NAV. When you buy Class A or
Class T shares at the offering price, the transfer agent deducts the
appropriate sales charge and invests the rest in Class A or Class T shares
of the fund. Class B's NAV is also calculated every business day. Class B
shares of each fund are sold without a front-end sales charge and may be
subject to a CDSC upon redemption. For information on how the CDSC is
calculated, see "Transaction Details," page 30.
PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS B
SHARES.
The following information replaces similar information found in "Investor
Services" on page 28.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up periodic
redemptions from your Class A, Class T, or Class B account. Accounts with a
value of $10,000 or more in Class A , Class T, or Class B shares are
eligible for this program. Aggregate redemptions per 12-month period from
your Class B account may not exceed 10% of the account value and are not
subject to a CDSC. Because of Class A's and Class T's front-end sales
charge, you may not want to set up a systematic withdrawal plan during a
period when you are buying Class A or Class T shares on a regular basis.
       EFFECTIVE AUGUST 1, 1997   , the following information replaces
similar information found in "Transaction Details" on page 30.
    THE OFFERING PRICE    (price to buy one share) of Class A and Class T
of each fund is its NAV divided by the difference between one and the
applicable sales charge percentage. Class A has a maximum sales charge of
5.75% of the offering price. Class T has a maximum sales charge of 3.50% of
the offering price. The     OFFERING PRICE    of Class B of each fund is
its NAV. A class's     REDEMPTION PRICE    (price to sell one share) is its
NAV minus the fund's redemption fee, if applicable, and any applicable
CDSC.    
SALES CHARGES AND INVESTMENT PROFESSIONAL
CONCESSIONS - CLASS A
                           As a % of   Sales       Investment    
                           Offering    Charge      Profession    
                           Price       As an       al            
                                       approxim    Concession    
                                       ate % of    as % of       
                                       Net         Offering      
                                       Amount      Price         
                                       Invested                  
 
Up to $49,999               5.75%       6.10%       5.00%        
 
$50,000 to $99,999          4.50%       4.71%       3.75%        
 
$100,000 to $249,999        3.50%       3.63%       2.75%        
 
$250,000 to $499,999        2.50%       2.56%       2.00%        
 
$500,000 to $999,999        2.00%       2.04%       1.75%        
 
$1,000,000 - $24,999,999    1.00%       1.01%       0.75%        
 
$25,000,000 or more        None*       None*       *             
 
* SEE SECTION ENTITLED FINDERS FEE.
       EFFECTIVE AUGUST 1, 1997   , the following information replaces
similar information found in "Transaction Details" on page 30.
    FINDERS FEE.    On eligible purchases of (i) Class A shares in amounts
of $1 million or more that qualify for a Class A load waiver, (ii) Class A
shares in amounts of $25 million or more, and (iii) Class T shares in
amounts of $1 million or more, investment professionals will be compensated
with a fee at the rate of 0.25% of the amount purchased. 
Any assets on which a finders fee has been paid will bear a CDSC (Class A
or Class T CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor funds, Daily Money Class (formerly Initial Class) shares
of Treasury Fund (formerly Daily Money Fund: U.S. Treasury Portfolio),
Prime Fund (formerly Daily Money Fund: Money Market Portfolio), or
Tax-Exempt Fund (formerly Daily Tax-Exempt Money Fund), for a period of at
least one uninterrupted year. The Class A or Class T CDSC will be 0.25% of
the lesser of the cost of the shares at the initial date of purchase or the
value of the shares at redemption, not including any reinvested dividends
or capital gains. Class A or Class T CDSC shares representing reinvested
dividends and capital gains, if any, will be redeemed first, followed by
other Class A or Class T CDSC shares that have been held for the longest
period of time.
Shares held by an insurance company separate account will be aggregated at
the client (e.g., the contract holder or plan sponsor) level, not at the
separate account level. Upon request, anyone claiming eligibility for the
0.25% fee with respect to shares held by an insurance company separate
account must provide FDC access to records detailing purchases at the
client level.
With respect to employee benefit plans, the Class A or Class T CDSC does
not apply to the following types of redemptions: (i) plan loans or
distributions or (ii) exchanges to non-Advisor fund investment options.
With respect to Individual Retirement Accounts, the Class A or Class T CDSC
does not apply to redemptions made for disability, payment of death
benefits, or required partial distributions starting at age 70. Your
investment professional should advise the transfer agent at the time your
redemption order is placed if you qualify for a waiver of the Class A or
Class T CDSC.    
The following information replaces similar information found in
"Transaction Details" on page 31.
       REINSTATEMENT PRIVILEGE    If you have sold all or part of your
Class A, Class T, or Class B shares of a fund, you may reinvest an amount
equal to all or a portion of the redemption proceeds in the same class of
the fund or any of the other Fidelity Advisor funds, at the NAV next
determined after receipt and acceptance of your investment order, provided
that such reinvestment is made within 90 days of redemption. Under these
circumstances, the dollar amount of the CDSC, if any, you paid on Class T
or Class B shares will be reimbursed to you by reinvesting that amount in
Class T shares or Class B shares, as applicable.     EFFECTIVE AUGUST 1,
1997   , the dollar amount of the CDSC, if any, you paid on Class A shares
will likewise be reimbursed to you by reinvesting that amount in Class A
shares. You must reinstate your shares into an account with the same
registration. This privilege may be exercised only once by a shareholder
with respect to a fund and certain restrictions may apply. For purposes of
the CDSC holding period schedule, the holding period of your Class T or
Class B shares will continue as if the shares had not been redeemed.
    EFFECTIVE AUGUST 1, 1997   , for purposes of the CDSC holding period
schedule, the holding period of your Class A shares will also continue as
if the shares had not been redeemed.
    EFFECTIVE AUGUST 1, 1997   , the following information replaces similar
information found in "Exchange Restrictions" on page 33.
(small solid bullet) Any exchanges of Class A, Class T, or Class B shares
are not subject to a CDSC.    
The following information supplements information found in "Sales Charge
Reductions and Waivers" on page 33.
A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS A SHARES:
1. Purchased for an insurance company separate account used to fund annuity
contracts for employee benefit plans which, in the aggregate, have more
than 200 eligible employees or a minimum of $1 million in plan assets
invested in Fidelity Advisor funds; 
       2.    Purchased by a trust institution or bank trust department
(excluding employee benefit plan assets) that has executed a participation
agreement with FDC specifying certain asset minimums and qualifications,
and marketing restrictions. Assets managed by third parties do not qualify
for this waiver;    
3. Purchased for use in a broker-dealer managed account program, provided
the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver; or
4. Purchased on a discretionary basis by a registered investment advisor
which is not part of an organization primarily engaged in the brokerage
business, that has executed a participation agreement with FDC specifying
certain asset minimums and qualifications, and marketing, program and
trading restrictions. Employee benefit plan assets do not qualify for this
waiver.
For the purpose of load waiver (3), certain broker-dealers that otherwise
meet the qualifications and asset minimums established by FDC are not
required to sign a participation agreement.
       EFFECTIVE AUGUST 1, 1997   , the following information supplements
information found in "Sales Charge Reductions and Waivers" on page 33. 
    A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS A
SHARES:   
    5.    Purchased as part of an employee benefit plan having $25 million
or more in plan assets.    
The following information replaces similar information found in "Sales
Charge Reductions and Waivers" on page 34.
If you are investing through an account managed by a broker-dealer, if you
have authorized an investment adviser to make investment decisions for you,
or if you are investing through a trust department, you may qualify to
purchase Class T shares without a sales charge (as described in (9), (10)
and (13), above), Class A shares without a sales charge (as described in
(2), (3), and (4) above), or Institutional Class shares. Because
Institutional Class shares have no sales charge, and do not pay a
distribution fee or a shareholder service fee, Institutional Class shares
are expected to have a higher total return than Class A, Class T, or Class
B shares. Contact your investment professional to discuss if you qualify.
THE CDSC ON CLASS B SHARES MAY BE WAIVED:
1. In cases of disability or death, provided that Class B shares are
redeemed within one year following the death or the initial determination
of disability; 
       2.    In connection with a total or partial redemption related to
certain distributions from retirement plans or accounts at age 70 1/2,
which are permitted without penalty pursuant to the Internal Revenue Code;
or    
3. In connection with redemptions through the Fidelity Advisor Systematic
Withdrawal Program.
 
 
 
 
SUPPLEMENT TO THE FIDELITY ADVISOR FOCUS FUNDS INSTITUTIONAL CLASS MARCH
24,1997 PROSPECTUS
The following information replaces similar information found in "Who May
Want to Invest" on page 3. 
   Consumer Industries, Cyclical Industries, Health Care, Natural
Resources, Technology, and Utilities Growth are non-diversified funds and
may invest a greater portion of their assets in securities of individual
issuers than diversified funds. As a result, changes in the market value of
a single issuer could cause greater fluctuations in share value than would
occur in a more diversified fund.    
The following information replaces similar information found in "Who May
Want to Invest" on page 3.
   Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio. Class A
and Class T shares have a front-end sales charge and pay a distribution
fee. Class T shares may be subject to a contingent deferred sales charge
(CDSC).     EFFECTIVE AUGUST 1, 1997   , Class A shares may also be subject
to a CDSC. Class B shares do not have a front-end sales charge, but do have
a CDSC, and pay a distribution fee and a shareholder service fee. Because
Institutional Class shares have no sales charge, and do not pay a
distribution fee or a shareholder service fee, Institutional Class shares
are expected to have a higher total return than Class A, Class T, or Class
B shares. You may obtain more information about Class A, Class T, and Class
B shares, which are not offered through this prospectus, by calling
1-800-843-3001 or from your investment professional.    
The following information replaces similar information found in "Charter"
on page 14. 
       EACH FUND IS A MUTUAL FUND:    an investment that pools
shareholders' money and invests it toward a specified goal. Consumer
Industries, Cyclical Industries, Health Care, Technology, and Utilities
Growth are non-diversified funds and Financial Services is a diversified
fund of Fidelity Advisor Series VII, a Massachusetts business trust
organized on March 21, 1980. Natural Resources is a non-diversified fund of
Advisor Series V, a Massachusetts business trust organized on April 23,
1986. Each trust is an open-end management company. There is a remote
possibility that one fund might become liable for a misstatement in the
prospectus about another fund.    
The following information replaces similar information under the heading
"FMR and Its Affiliates" in the "Charter" section on page 14. 
Beso Sikharulidze is manager of Advisor Health Care, which he has managed
since June 1997. He also manages another Fidelity fund. Mr. Sikharulidze
joined Fidelity as an analyst in 1992, after receiving his MBA from Harvard
University.
The following information replaces similar information found in "Investment
Principles and Risks" section on page 15. 
   The funds may involve significantly greater risks and therefore may
experience greater volatility than a mutual fund that does not concentrate
its investments. Because of the funds' narrow focus, each fund's
performance is closely tied to and affected by industries within its market
sector. Companies in an industry are often faced with the same obstacles,
issues, or regulatory burdens, and their securities may react similarly and
move in unison with these or other market conditions. Also, because the
funds (except Financial Services) are non-diversified, they are further
exposed to increased volatility. Non-diversified funds may have greater
investments in a single issuer than diversified funds, so the performance
of a single issuer can have a substantial impact on a fund's share price.
Finally, the funds' strategies in seeking to achieve their investment
objectives may lead to investments in smaller companies. Securities of
smaller companies, especially those whose business involves emerging
products or concepts, may be more volatile due to their limited product
lines, markets, or financial resources, or their susceptibility to major
setbacks or downturns.     
The following information replaces similar information found in the
"Securities and Investment Practices" section beginning on page 16. 
       EQUITY SECURITIES    may include common stocks, preferred stocks,
convertible securities, and warrants. Common stocks, the most familiar
type, represent an equity (ownership) interest in a corporation. Although
equity securities have a history of long-term growth in value, their prices
fluctuate based on changes in a company's financial condition and on
overall market and economic conditions. Smaller companies are especially
sensitive to these factors.
    RESTRICTIONS:    With respect to 75% of its total assets, Financial
Services may not purchase more than 10% of the outstanding voting
securities of a single issuer. This limitation does not apply to securities
of other investment companies.
    DIVERSIFICATION.    Diversifying a fund's investment portfolio can
reduce the risks of investing. This may include limiting the amount of
money invested in any one issuer or, on a broader scale, in any one
industry. Economic, business, or political changes can affect all
securities of a similar type. A fund that is not diversified may be more
sensitive to changes in the market value of a single issuer or industry.
    RESTRICTIONS:    Each fund (except Financial Services) is considered
non-diversified. Generally, to meet federal tax requirements at the close
of each quarter, each fund (except Financial Services) does not invest more
than 25% of its total assets in any one issuer and, with respect to 50% of
total assets, does not invest more than 5% of its total assets in any one
issuer. With respect to 75% of its total assets, Financial Services may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer. These limitations do not apply to U.S.
Government securities or to securities of other investment companies.
Each fund normally invests at least 80% of its assets, but always invests
at least 25% of its total assets, in securities of companies principally
engaged in the business activities of the industries in the market sector
identified for the fund.    
The following information replaces similar information in "Fundamental
Investment Policies and Restrictions" section on page 18. 
       EACH FUND    (except Natural Resources) seeks capital appreciation. 
Each fund invests at least 25% of its total assets in securities of
companies principally engaged in the business activities of the industries
in the market sector identified for the fund.
With respect to 75% of its total assets, Financial Services may not
purchase a security if, as a result, more than 5% would be invested in the
securities of any one issuer and may not purchase more than 10% of the
outstanding voting securities of a single issuer. These limitations do not
apply to U.S. Government securities or to securities of other investment
companies.    
The following information supplements the information found in "Exchange
Restrictions" on page 28.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose fees
of up to 1.00% on purchases, administrative fees of up to $7.50, and
redemption fees of up to 1.50% on exchanges. Check each fund's prospectus
for details.
 
 
 
SUPPLEMENT TO FIDELITY ADVISOR FOCUS FUNDS: CLASS A, CLASS T, CLASS B, AND
INSTITUTIONAL CLASS
STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 24, 1997
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN "INVESTMENT
POLICIES AND LIMITATIONS" BEGINNING ON PAGE 8.
       THE FOLLOWING ARE THE FUNDAMENTAL INVESTMENT LIMITATIONS FOR NATURAL
RESOURCES FUND SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:   
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer if, as a result, less than 25% of
the fund's total assets would be invested in the securities of issuers
principally engaged in the business activity of the industries in the
natural resources sector;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business); or
(6) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(7) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
    THE FOLLOWING LIMITATIONS FOR NATURAL RESOURCES FUND ARE NOT
FUNDAMENTAL AND MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL.   
(i) In order to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended, the fund
currently intends to comply with certain diversification limits imposed by
Subchapter M.
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund does not currently intend to hedge more than 40% of its total
assets with short sales against the box under normal conditions.
(v) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(vi) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vii) The fund does not currently intend to invest in physical commodities
other than precious metals (i.e., gold, palladium, platinum and silver) and
it intends to limit such investments to not more than 25% of the fund's
total assets. The fund may receive no more than 10% of its yearly income
from gains resulting from selling metals or any other physical commodity.
(viii) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(ix) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
Subchapter M generally requires the fund to invest no more than 25% of its
total assets in securities of any one issuer and to invest at least 50% of
its total assets so that no more than 5% of the fund's total assets are
invested in securities of any one issuer. However, Subchapter M allows
unlimited investments in cash, cash items, government securities (as
defined in Subchapter M) and securities of other investment companies.
These tax requirements are generally applied at the end of each quarter of
the fund's taxable year. 
For purposes of limitation (4), FMR considers an issuer to be principally
engaged in a business activity normally based on standard industry
classifications published by the U.S. Government. However, FMR may consider
an issuer to be principally engaged in a business activity if at least 50%
of its assets, gross income, or net profits are committed to, or derived
from, that activity.    
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"PERFORMANCE" ON PAGE 21.
   1 Average annual and cumulative total returns for Class A shares include
the effect of paying Class A's maximum applicable front-end sales charge of
5.25%.     EFFECTIVE AUGUST 1, 1997,    Natural Resources' Class A maximum
front-end sales charge increases to 5.75%. As the case may be, the Class A
total returns herein reflect the Class A shares maximum front-end sales
charge as in effect through July 31, 1997. Average annual and cumulative
total returns for Class T shares include the effect of paying Class T's
maximum applicable front-end sales charge of 3.50%. Average annual and
cumulative total returns for Class B shares include the effect of paying
Class B's CDSC upon redemption based on the following schedule: one year or
less, 5%; greater than one year to two years, 4%; greater than 2 years to
four years, 3%; greater than four years to five years, 2%; greater than
five years to six years, 1%; greater than six years, 0%. Initial offering
of Class A shares took place on September 3, 1996. Returns prior to that
date are those of Class T, the original class of the fund, and reflect
Class T's 0.50% 12b-1 fee (0.65% prior to January 1, 1996). Initial
offering of Institutional Class took place on July 3, 1995. Institutional
Class shares do not bear a sales load or 12b-1 fee. Returns prior to July
3, 1995 are those of Class T, the original class of the fund and include a
Class T 12b-1 fee (at a then currently applicable rate of 0.65%). Class B
returns prior to July 3, 1995 are those of Class T shares and include the
applicable Class T 12b-1 fees discussed above.    
THE FOLLOWING INFORMATION SUPPLEMENTS INFORMATION FOUND IN "ADDITIONAL
PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE 25.
CLASS A SHARES ONLY
   Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's maximum 5.25% front-end sales charge in connection with a
fund's merger with or acquisition of any investment company or trust.
    EFFECTIVE AUGUST 1, 1997,    Class A's maximum front-end sales charge
increases to 5.75%. In addition, FDC has chosen to waive Class A's
front-end sales charge in certain instances because of efficiencies
involved in those sales of shares. The sales charge will not apply:    
1. to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA), which, in the
aggregate, have either more than 200 eligible employees or a minimum of
$1,000,000 in assets invested in Fidelity Advisor funds;
   2. to shares purchased by a trust institution or bank trust department
(excluding employee benefit plan assets) that has executed a participation
agreement with FDC specifying certain asset minimums and qualifications,
and marketing restrictions. Assets managed by third parties do not qualify
for this waiver;    
3. to shares purchased for use in a broker-dealer managed account program,
provided the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver;
4. to shares purchased on a discretionary basis by a registered investment
adviser which is not part of an organization primarily engaged in the
brokerage business, that has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver; or
   5.     EFFECTIVE AUGUST 1, 1997,     to shares purchased by an employee
benefit plan having $25 million or more in plan assets.    
For the purpose of load waiver (3), certain broker-dealers that otherwise
meet the qualifications and asset minimums established by FDC are not
required to sign a participation agreement.
A sales load waiver form must accompany these transactions.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN "ADDITIONAL
PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE 26.
CLASS B SHARES ONLY
The contingent deferred sales charge (CDSC) on Class B shares may be waived
(1) in the case of disability or death, provided that Class B shares are
redeemed within one year following the death or the initial determination
of disability; (2) in connection with a total or partial redemption related
to certain distributions from retirement plans or accounts at age 70 1/2,
which are permitted without penalty pursuant to the Internal Revenue Code;
or (3) in connection with redemptions through the Fidelity Advisor
Systematic Withdrawal Program.
A sales load waiver form must accompany these transactions.
       EFFECTIVE AUGUST 1, 1997,    THE FOLLOWING INFORMATION REPLACES
SIMILAR INFORMATION FOUND IN "ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION
INFORMATION" ON PAGE 26.
    FINDERS FEE.    On eligible purchases of (i) Class A shares in amounts
of $1 million or more that qualify for a Class A load waiver, (ii) Class A
shares in amounts of $25 million or more, and (iii) Class T shares in
amounts of $1 million or more, investment professionals will be compensated
with a fee of 0.25%. Class A eligible purchases are the following purchases
made through broker-dealers and banks: an individual trade of $25 million
or more; an individual trade of $1 million or more that is load waived; a
trade which brings the value of the accumulated account(s) of an investor
(including an employee benefit plan) past $25 million; a load waived trade
that brings the value of the accumulated account(s) of an investor
(including an employee benefit plan) past $1 million; a trade for an
investor with an accumulated account value of $25 million or more; a load
waived trade for an investor with an accumulated account value of $1
million or more; an incremental trade toward an investor's $25 million
"Letter of Intent"; and an incremental load waived trade toward an
investor's $1 million "Letter of Intent." Class T eligible purchases are
the following purchases made through broker-dealers and banks: an
individual trade of $1 million or more; a trade which brings the value of
the accumulated account(s) of an investor (including an employee benefit
plan) past $1 million; a trade for an investor with an accumulated account
value of $1 million or more; and an incremental trade toward an investor's
$1 million "Letter of Intent." 
Any assets in relation to which an investment professional has received
such compensation will bear a contingent deferred sales charge (Class A or
Class T CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor Funds, Daily Money Class (formerly Initial Class) shares
of Treasury Fund (formerly Daily Money Fund: U.S. Treasury Portfolio),
Prime Fund (formerly Daily Money Fund: Money Market Portfolio), or shares
of Tax-Exempt Fund (formerly Daily Tax-Exempt Money Fund), for a period of
at least one uninterrupted year. The Class A or Class T CDSC will be 0.25%
of the lesser of the cost of the shares at the initial date of purchase or
the value of the shares at redemption, not including any reinvested
dividends or capital gains. Class A or Class T CDSC shares representing
reinvested dividends or capital gains, if any, will be redeemed first,
followed by other Class A or Class T CDSC shares that have been held for
the longest period of time.
With respect to employee benefit plans, the Class A or Class T CDSC does
not apply to the following types of redemptions: (i) plan loans or
distributions or (ii) exchanges to non-Advisor fund investment options.
With respect to Individual Retirement Accounts, the Class A or Class T CDSC
does not apply to redemptions made for disability, payment of death
benefits, or required partial distributions starting at age 70 1/2.    
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN "ADDITIONAL
PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE 27.
CLASS A, CLASS T, CLASS B, AND INSTITUTIONAL CLASS SHARES ONLY
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A, Class
T, or Institutional Class shares worth $10,000 or more, you can have
monthly, quarterly or semi-annual checks sent from your account to you, to
a person named by you, or to your bank checking account. If you own Class B
shares worth $10,000 or more you can have monthly or quarterly checks sent
from your account to you, to a person named by you, or to your bank
checking account. Aggregate redemptions per 12-month period from your Class
B account may not exceed 10% of the value of the account and are not
subject to a CDSC; and you may set your withdrawal amount as a percentage
of the value of your account or a fixed dollar amount. Your Systematic
Withdrawal Program payments are drawn from Class A, Class T, Class B, or
Institutional Class share redemptions, as applicable. If Systematic
Withdrawal Plan redemptions exceed income dividends earned on your shares,
your account eventually may be exhausted. 
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN "TRUSTEES
AND OFFICERS" BEGINNING ON PAGE 29.
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. The
business address of each Trustee and officer who is an "interested person"
(as defined in the Investment Company Act of 1940) is 82 Devonshire Street,
Boston, Massachusetts 02109, which is also the address of FMR. The business
address of all the other Trustees is Fidelity Investments, P.O. Box 9235,
Boston, Massachusetts 02205-9235. Those Trustees who are "interested
persons" by virtue of their affiliation with either the trust or FMR are
indicated by an asterisk (*).
ROBERT M. GATES (53), Trustee (1997), is a consultant, author, and lecturer
(1993). Mr. Gates was Director of the Central Intelligence Agency (CIA)
from 1991-1993. From 1989 to 1991, Mr. Gates served as Assistant to the
President of the United States and Deputy National Security Advisor. Mr.
Gates is currently a Trustee for the Forum For International Policy, a
Board Member for the Virginia Neurological Institute, and a Senior Advisor
of the Harvard Journal of World Affairs. In addition, Mr. Gates also serves
as a member of the corporate board for Lucas Varity PLC (automotive
components and diesel engines), Charles Stark Draper Laboratory
(non-profit), NACCO Industries, Inc. (mining and manufacturing), and TRW
Inc. (original equipment and replacement products). Mr. Gates currently
serves as a Trustee for the following trust: Fidelity Advisor Series V. 
WILLIAM O. McCOY (63) Trustee (1997), is the Vice President of Finance for
the University of North Carolina (16-school system, 1995). Prior to his
retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of
BellSouth Corporation (telecommunications, 1984) and President of BellSouth
Enterprises (1986). He is currently a Director of Liberty Corporation
(holding company, 1984), Weeks Corporation of Atlanta (real estate, 1994),
Carolina Power and Light Company (electric utility, 1996) and the Kenan
Transport Co. (1996). Previously, he was a Director of First American
Corporation (bank holding company, 1979-1996). In addition, Mr. McCoy
serves as a member of the Board of Visitors for the University of North
Carolina at Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988). Mr. McCoy currently
serves as a Trustee for the following trust: Fidelity Advisor Series V.
The following table sets forth information describing the compensation of
each Trustee of each fund for his or her services as trustee for each fund
for its most recent fiscal year end.
COMPENSATION TABLE
 
 
 
<TABLE>
<CAPTION>
<S><C>     <C>     <C>     <C>     <C>        <C>     <C>     <C>      <C>     <C>        <C>           <C>        <C>        
Aggregate Compensation from    
  J. Gary  Ralph   Phyllis Richard Edward     E.      Donald  Peter S. William Gerald     Edward         Marvin     Thomas     
a FundA                        
  Burkhea  F. Cox  Burke   J.                 Bradley J. Kirk Lynch    O.      C.         H.             L. Mann    R.         
  d(double         Davis   Flynn   Johnson C. Jones           (double  McCoy   McDono     Malone                    Williams
  dagger)                 (double  3d (double                 dagger)  (double ugh       (double
                           dagger) dagger)                             dagger)            dagger)
                           (double                                     (double            (double
                           dagger)                                     dagger)            dagger)
                                                                      (double 
                                                                      dagger)
 
Consumer Industries*           
  $ 0      $ 7     $ 7     $ 0     $ 0        $ 7     $ 7     $ 0      $ 0     $ 8        $ 0               $ 7        $ 7        
 
Cyclical Industries*            
  0        7       7       0       0          7       7       0        0       8          0                 7          7         
 
Financial Services*            
  0        9       9       0       0          9       9       0        0       11         0                 9          9         
 
Health Care*                    
  0        16      16      0       0          16      16      0        0       20         0                 16         16        
 
Natural Resources**,B           
  0        152     146     187     0          147     149     0        84      148        148               148        150       
 
Technology*                     
  0        16      16      1       0          16      16      0        0       20         1                 16         16        
 
Utilities Growth*               
  0        12      12      0       0          12      12      0        0       15         0                 12         12        
 
TOTAL COMPENSATION FROM THE     
  0        137,700 134,700 168,000 0          134,700 136,200 0        85,333  136,200    136,200          134,700    136,200   
FUND COMPLEX+,A         
 
</TABLE>
 
* Estimated for the fiscal year ending July 31, 1997.
** Fiscal year ended October 31, 1996.
(double dagger) Interested Trustees of each fund are compensated by FMR.
(double dagger)(double dagger) Richard J. Flynn and Edward H. Malone served
on the Board of Trustees through December 31, 1996.
(double dagger)(double dagger)(double dagger) During the period from May 1,
1996 through December 31, 1996, William O. McCoy served as a Member of the
Advisory Board of each trust.
+ Information is for the calendar year ended December 31, 1996 for 235
funds in the complex.
A Compensation figures include cash, a pro rata portion of benefits accrued
under the retirement program for the period ended December 30, 1996 and
required to be deferred, and may include amounts deferred at the election
of Trustees.
B The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $6, Phyllis
Burke Davis, $6, Richard J. Flynn, $0, E. Bradley Jones, $6, Donald J.
Kirk, $6, William O. McCoy, $0, Gerald C. McDonough, $6, Edward H. Malone,
$6, Marvin L. Mann, $6, and Thomas R. Williams, $6.
THE FOLLOWING INFORMATION REPLACES THE INFORMATION FOUND IN "MANAGEMENT
CONTRACTS" ON PAGE 33.
   FMR is manager of Consumer Industries, Cyclical Industries, Financial
Services, Health Care, Technology, and Utilities Growth funds pursuant to
management contracts dated July 18, 1996, which were approved by FMR as
sole shareholder on August 30, 1996. FMR is the manager of Natural
Resources pursuant to a management contract dated July 1, 1997, which was
approved by shareholders on June 18, 1997.    
The following fee schedule is the current fee schedule for each fund.
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group     Annualized   Group Net        Effective Annual Fee   
Assets            Rate         Assets           Rate                   
 
 0 - $3 billion   .5200%        $ 0.5 billion   .5200%                 
 
 3 - 6            .4900          25             .4238                  
 
 6 - 9            .4600          50             .3823                  
 
 9 - 12           .4300          75             .3626                  
 
 12 - 15          .4000          100            .3512                  
 
 15 - 18          .3850          125            .3430                  
 
 18 - 21          .3700          150            .3371                  
 
 21 - 24          .3600          175            .3325                  
 
 24 - 30          .3500          200            .3284                  
 
 30 - 36          .3450          225            .3249                  
 
 36 - 42          .3400          250            .3219                  
 
 42 - 48          .3350          275            .3190                  
 
 48 - 66          .3250          300            .3163                  
 
 66 - 84          .3200          325            .3137                  
 
 84 - 102         .3150          350            .3113                  
 
 102 - 138        .3100          375            .3090                  
 
 138 - 174        .3050          400            .3067                  
 
 174 - 210        .3000          425            .3046                  
 
 210 - 246        .2950          450            .3024                  
 
 246 - 282        .2900          475            .3003                  
 
 282 - 318        .2850          500            .2982                  
 
 318 - 354        .2800          525            .2962                  
 
 354 - 390        .2750          550            .2942                  
 
 390 - 426        .2700                                                
 
 426 - 462        .2650                                                
 
 462 - 498        .2600                                                
 
 498 - 534        .2550                                                
 
 Over 534         .2500                                                
 
   This fee schedule has been approved by the shareholders of Natural
Resources.
The individual fund fee rates for each fund are set forth in the following
chart. Based on the average group net assets of the funds advised by FMR
for January 1997, the annual management fee rate would be calculated as
follows:    
 
<TABLE>
<CAPTION>
<S>                   <C>              <C>   <C>                        <C>   <C>                   
                      Group Fee Rate         Individual Fund Fee Rate         Management Fee Rate   
 
Consumer Industries   .3014%           +     0.30%                      =     .6014%                
 
Cyclical Industries   .3014%           +     0.30%                      =     .6014%                
 
Financial Services    .3014%           +     0.30%                      =     .6014%                
 
Natural Resources     .3014%           +     0.30%                      =     .6014%                
 
Health Care           .3014%           +     0.30%                      =     .6014%                
 
Technology            .3014%           +     0.30%                      =     .6014%                
 
Utilities Growth      .3014%           +     0.30%                      =     .6014%                
 
</TABLE>
 
 
SUPPLEMENT TO THE FIDELITY 
ADVISOR INTERNATIONAL FUNDS
CLASS A, CLASS T, AND CLASS B
FEBRUARY 28, 1997 PROSPECTUS
The following information replaces similar information found in "Who May
Want to Invest" on page 3.
Each fund is composed of multiple classes of shares. All classes of a fund
have a common investment objective and investment portfolio. Class A and
Class T shares have a front-end sales charge and pay a distribution fee.
Class T shares may be subject to a contingent deferred sales charge
(CDSC)   .     EFFECTIVE AUGUST 1, 1997,    Class A shares may also be
subject to a CDSC. Class B shares do not have a front-end sales charge, but
do have a CDSC, and pay a distribution fee and a shareholder service
fee.     Institutional Class shares have no sales charge and do not pay a
distribution fee or a shareholder service fee, but are available only to
certain types of investors. See "Sales Charge Reductions and Waivers," page
29, for Institutional Class eligibility information. You may obtain more
information about Institutional Class shares, which are not offered through
this prospectus, by calling 1-800-843-3001 or from your investment
professional.
The performance of one class of shares of a fund may be different from the
performance of another class of shares of the same fund because of
different sales charges and class expenses. Contact your investment
professional to discuss which class is appropriate for you.
In determining which class of shares is appropriate for you, you should
consider, among other factors, the amount you plan to invest, the length of
time you intend to hold your shares, your eligibility for a sales charge
waiver or reduction, and the package of services provided to you by your
investment professional and the overall costs of those services. In
general, Class A shares have higher costs than Class T shares over a short
holding period because Class A shares have a higher front-end sales charge,
and Class A shares have lower costs than Class T shares over a longer
holding period because Class A shares have lower 12b-1 fees. If you are
planning to invest a significant amount either at one time or through a
regular investment program, you should consider the reduced front-end sales
charges available on Class A and Class T shares. See "Transaction Details,"
page 26, and "Sales Charge Reductions and Waivers," page 29, for sales
charge reduction information. If you are eligible for a front-end sales
charge waiver on a purchase of both Class A and Class T shares, Class A
shares generally will have lower costs than Class T shares because Class A
shares have lower 12b-1 fees. However, you should evaluate the overall
costs of purchasing Class A shares or Class T shares in the context of the
package of services provided to you by your investment professional. See
"Sales Charge Reductions and Waivers," page 29, for sales charge waiver
information. If you prefer not to pay a front-end sales charge, you should
consider Class B shares. While Class B shares are subject to higher ongoing
costs than Class A or Class T shares, because of their higher 12b-1 fees,
Class B shares are sold with a CDSC instead of a front-end sales charge so
your entire purchase amount is immediately invested. Please note that
purchase amounts of more than $250,000 will not be accepted for Class B
shares, and that Class A or Class T shares may have lower costs for
investments that qualify for a front-end sales charge reduction or waiver.
If you sell your Class B shares within six years, you will normally pay a
CDSC that varies depending on how long you have held your shares. See
"Transaction Details," page 26, for CDSC schedules and related information.
       EFFECTIVE AUGUST 1, 1997,    the following information replaces
similar information found in "Expenses" on page 3.    
 
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>              <C>   <C>        <C>   <C>        
                                                                            Class A                Class T          Class B    
 
Maximum sales charge (as a % of offering price) on purchases of Overseas     5.75%                  3.50%            None       
 
Maximum sales charge (as a % of offering price) on purchases of Emerging 
Markets Income                                                               4.75%                  3.50%            None       
 
Maximum CDSC (as a % of the lesser of original purchase price or 
redemption proceeds)                                                         None   [A]             None[A]          5.00%[B]   
 
Maximum sales charge on reinvested distributions                             None                   None             None       
 
Redemption fee                                                               None                   None             None       
 
Exchange fee                                                                 None                   None             None       
 
Annual account maintenance fee (for accounts under $2,500)                   $12.00                 $12.00           $12.00     
 
</TABLE>
 
   [A] A CONTINGENT DEFERRED SALES CHARGE CHARGE OF 0.25% IS ASSESSED ON
CERTAIN REDEMPTIONS OF CLASS A AND CLASS T SHARES ON WHICH A FINDERS FEE
WAS PAID. SEE "TRANSACTION DETAILS", PAGE 26.
[B] DECLINES OVER 6 YEARS FROM 5.00% TO 0%.
 
    EFFECTIVE AUGUST 1, 1997   , the following information replaces similar
information relating to Class A shares found in "Expenses" on page 4. The
Class A expense numbers in the table below reflect the August 1, 1997
increases in the funds' maximum Class A front-end sales charges.
    EXPENSE TABLE EXAMPLE:    You would pay the following expenses,
including the maximum front-end sales charge or CDSC, as applicable, on a
$1,000 investment, assuming a 5% annual return and either (1) full
redemption or (2) no redemption, at the end of each time period:    
                                          Full Redemption   
 
                                          Class A           
 
OVERSEAS                  After 1 year    $71               
 
                          After 3 years   $100              
 
                          After 5 years   $132              
 
                          After 10        $220              
                          years                             
 
EMERGING MARKETS INCOME   After 1 year    $71               
 
                          After 3 years   $99               
 
                          After 5 years   $129              
 
                          After 10        $215              
                          years                             
 
       EFFECTIVE AUGUST 1, 1997,    the following information replaces
similar information relating to Class A load adjusted total return figures
found in "Performance" on page 9. The total return figures in the table
below reflect the August 1, 1997 increases in the funds' maximum Class A
front-end sales charges. Unless revised in this prospectus supplement, the
footnotes to the total return tables found in "Performance" on page 9
remain unchanged.    
 
CLASS A
    
 
 
 
    
      Average Annual Total Return[D]   Cumulative Total Return[D]   
 
 
<TABLE>
<CAPTION>
<S>                                        <C>       <C>          <C>        <C>            <C>          <C>        
                                           Past 1    Past 5       Life of    Past 1         Past 5       Life of    
                                           year      years        fund+      year           years        fund+      
 
OVERSEAS - CLASS A (LOAD ADJ.)[A][B]       4.26%     8.97%        8.57%      4.26%          53.64        51.50      
                                                                                            %            %          
 
EMERGING MARKETS INCOME - CLASS A (LOAD    33.76        n/a       14.56         33.76          n/a       46.64      
ADJ.)[A][C]                                %                      %             %                        %          
 
</TABLE>
 
   [A] LOAD ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING CLASS A'S MAXIMUM
5.75% (OVERSEAS) OR 4.75% (EMERGING MARKETS INCOME) FRONT-END SALES CHARGE.
 LOAD ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING CLASS T'S MAXIMUM 3.50%
FRONT-END SALES CHARGE.
 CLASS B'S CDSC INCLUDED IN THE TOTAL RETURN FIGURES ARE CALCULATED
PURSUANT TO THE CDSC SCHEDULE FOUND ON PAGE 26.    
The following information replaces similar information found in "Charter"
on page 11.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. For shareholders of
Overseas   ,     you are entitled to one vote for each share you own. For
shareholders of Emerging Markets Income, the number of votes you are
entitled to is based upon the dollar value of your investment. 
The following information replaces similar information found in "How to Buy
Shares" on page 20.
Once each business day, two share prices are calculated for Class A and
Class T shares of each fund: the offering price and the NAV. If you pay a
front-end sales charge or qualify for a reduction as described on page 26,
your Class A or Class T share price will be the offering price. If you
qualify for a front-end sales charge waiver as described on page 29, your
Class A or Class T share price will be the NAV. When you buy Class A or
Class T shares at the offering price, the transfer agent deducts the
appropriate sales charge and invests the rest in Class A or Class T shares
of the fund. Class B's NAV is also calculated every business day. Class B
shares of each fund are sold without a front-end sales charge and may be
subject to a CDSC upon redemption. For information on how the CDSC is
calculated, see "Transaction Details," page 26.
PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS B
SHARES.
The following information replaces similar information found in "Investor
Services" on page 24.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up periodic
redemptions from your Class A, Class T, or Class B account. Accounts with a
value of $10,000 or more in Class A, Class T or Class B shares are eligible
for this program. Aggregate redemptions per 12 month period from your Class
B account may not exceed 10% of the account value and are not subject to a
CDSC. Because of Class A's and Class T's front-end sales charge, you may
not want to set up a systematic withdrawal plan during a period when you
are buying Class A or Class T shares on a regular basis.
       EFFECTIVE AUGUST 1, 1997,    the following information replaces
similar information found in "Transaction Details" on page 26.
    THE OFFERING PRICE    (price to buy one share) of Class A and Class T
of each fund is its NAV divided by the difference between one and the
applicable sales charge percentage. Class A has a maximum sales charge of
5.75% of the offering price for Overseas and 4.75% of the offering price
for Emerging Markets Income. Class T has a maximum sales charge of 3.50% of
the offering price for Overseas and Emerging Markets Income. The offering
price of Class B of each fund is its NAV. A class's     REDEMPTION PRICE   
(price to sell one share) is its NAV minus any applicable CDSC.
    SALES CHARGES AND INVESTMENT PROFESSIONAL CONCESSIONS - CLASS A       
 
<TABLE>
<CAPTION>
<S>                               <C>                    <C>         <C>           
OVERSEAS FUND:                    Sales Charge   :                   Investment    
                                                                     Professiona   
                                                                     l             
                                                                     Concession    
                                                                     as % of       
                                                                     Offering      
                                                                     Price         
 
                                  As a % of              As an                     
                                  Offering               approxima                 
                                  Price                  te % of                   
                                                         Net                       
                                                         Amount                    
                                                         Invested                  
 
Up to $49,999                      5.75%                  6.10%       5.00%        
 
$50,000 to $99,999                 4.50%                  4.71%       3.75%        
 
$100,000 to $249,999               3.50%                  3.63%       2.75%        
 
$250,000 to $499,999               2.50%                  2.56%       2.00%        
 
$500,000 to $999,999               2.00%                  2.04%       1.75%        
 
$1,000,000 -    $    24,999,999    1.00%                  1.01%       0.75%        
 
$25,000,000 or more               None*                  None*       *             
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                               <C>                    <C>         <C>           
EMERGING MARKETS                  Sales Charge   :                   Investment    
INCOME:                                                              Professiona   
                                                                     l             
                                                                     Concession    
                                                                     as % of       
                                                                     Offering      
                                                                     Price         
 
                                  As a % of              As an                     
                                  Offering               approxima                 
                                  Price                  te % of                   
                                                         Net                       
                                                         Amount                    
                                                         Invested                  
 
Up to $49,999                      4.75%                  4.99%       4.25%        
 
$50,000 to $99,999                 4.50%                  4.71%       4.00%        
 
$100,000 to $249,999               3.50%                  3.63%       3.00%        
 
$250,000 to $499,999               2.50%                  2.56%       2.25%        
 
$500,000 to $999,999               2.00%                  2.04%       1.75%        
 
$1,000,000 -    $    24,999,999    0.50%                  0.53%       0.50%        
 
$25,000,000 or more               None*                  None*       *             
 
</TABLE>
 
* SEE SECTION ENTITLED FINDERS FEE.
       EFFECTIVE AUGUST 1, 1997,    the following information replaces
similar information found in "Transaction Details" on page 26.
    FINDERS FEE.    On eligible purchases of (i) Class A shares in amounts
of $1 million or more that qualify for a Class A load waiver, (ii) Class A
shares in amounts of $25 million or more, and (iii) Class T shares in
amounts of $1 million or more, investment professionals will be compensated
with a fee at the rate of 0.25% of the amount purchased. 
Any assets on which a finders fee has been paid will bear a CDSC (Class A
or Class T CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor funds, Daily Money Class (formerly Initial Class) shares
of Treasury Fund (formerly Daily Money Fund: U.S. Treasury Portfolio),
Prime Fund (formerly Daily Money Fund: Money Market Portfolio), or
Tax-Exempt Fund (formerly Daily Tax-Exempt Money Fund), for a period of at
least one uninterrupted year. The Class A or Class T CDSC will be 0.25% of
the lesser of the cost of the shares at the initial date of purchase or the
value of the shares at redemption, not including any reinvested dividends
or capital gains. Class A or Class T CDSC shares representing reinvested
dividends and capital gains, if any, will be redeemed first, followed by
other Class A or Class T CDSC shares that have been held for the longest
period of time.
Shares held by an insurance company separate account will be aggregated at
the client (e.g., the contract holder or plan sponsor) level, not at the
separate account level. Upon request, anyone claiming eligibility for the
0.25% fee with respect to shares held by an insurance company separate
account must provide FDC access to records detailing purchases at the
client level.
With respect to employee benefit plans, the Class A or Class T CDSC does
not apply to the following types of redemptions: (i) plan loans or
distributions or (ii) exchanges to non-Advisor fund investment options.
With respect to Individual Retirement Accounts, the Class A or Class T CDSC
does not apply to redemptions made for disability, payment of death
benefits, or required partial distributions starting at age 70. Your
investment professional should advise the transfer agent at the time your
redemption order is placed if you qualify for a waiver of the Class A or
Class T CDSC.    
The following information replaces similar information found in
"Transaction Details" on page 26.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A,
Class T, or Class B shares of a fund, you may reinvest an amount equal to
all or a portion of the redemption proceeds in the same class of the fund
or any of the other Fidelity Advisor funds, at the NAV next determined
after receipt and acceptance of your investment order, provided that such
reinvestment is made within 90 days of redemption. Under these
circumstances, the dollar amount of the CDSC, if any, you paid on Class T
or Class B shares will be reimbursed to you by reinvesting that amount in
Class T shares or Class B shares, as applicable. E   FFECTIVE AUGUST 1,
1997    ,    the dollar amount of the CDSC, if any, you paid on Class A
shares will likewise be reimbursed to you by reinvesting that amount in
Class A shares    . You must reinstate your shares into an account with the
same registration. This privilege may be exercised only once by a
shareholder with respect to a fund and certain restrictions may apply. For
purposes of the CDSC holding period schedule, the holding period of your
Class T or Class B shares will continue as if the shares had not been
redeemed. EFFECTIVE AUGUST    1, 1997, for purposes of the CDSC holding
period schedule, the holding period of your Class A shares will also
continue as if the shares had not been redeemed.
    EFFECTIVE AUGUST 1, 1997,    the following information replaces similar
information found in "Exchange Restrictions" on page 29.
(small solid bullet) Any exchanges of Class A, Class T, or Class B shares
are not subject to a CDSC.    
The following information supplements information found in "Sales Charge
Reductions and Waivers" on page 29.
A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS A SHARES:
       1.        Purchased for an insurance company separate account used
to fund annuity contracts for employee benefit plans which, in the
aggregate, have more than 200 eligible employees or a minimum of $1 million
in plan assets invested in Fidelity Advisor funds; 
2. Purchased by a trust institution or bank trust department (excluding
employee benefit plan assets) that has executed a participation agreement
with FDC specifying certain asset minimums and qualifications, and
marketing restrictions. Assets managed by third parties do not qualify for
this waiver;
3. Purchased for use in a broker-dealer managed account program, provided
the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver; or
4. Purchased on a discretionary basis by a registered investment advisor
which is not part of an organization primarily engaged in the brokerage
business, that has executed a participation agreement with FDC specifying
certain asset minimums and qualifications, and marketing, program and
trading restrictions. Employee benefit plan assets do not qualify for this
waiver.
For the purpose of load waiver (3) certain broker-dealers that otherwise
meet the qualifications and asset minimums established by FDC are not
required to sign a participation agreement.
       EFFECTIVE AUGUST 1, 1997,    the following information supplements
information found in "Sales Charge Reductions and Waivers" on page 29.
    A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS A
SHARES:   
    5.    Purchased as part of an employee benefit plan having $25 million
or more in plan assets.    
The following information replaces similar information found in "Sales
Charge Reductions and Waivers" on page 29.
If you are investing through an account managed by a broker-dealer, if you
have authorized an investment adviser to make investment decisions for you,
or if you are investing through a trust department, you may qualify to
purchase Class T shares without a sales charge (as described in (9), (10)
and (13), above), Class A shares without a sales charge (as described in
(2), (3), and (4) above), or Institutional Class shares. Because
Institutional Class shares have no sales charge, and do not pay a
distribution fee or a shareholder service fee, Institutional Class shares
are expected to have a higher total return than Class A, Class T, or Class
B shares. Contact your investment professional to discuss if you qualify.
THE CDSC ON CLASS B SHARES MAY BE WAIVED:
1. In cases of disability or death, provided that Class B shares are
redeemed within one year following the death or the initial determination
of disability; 
2. In connection with a total or partial redemption related to certain
distributions from retirement plans or accounts at age 70 1/2, which are
permitted without penalty pursuant to the Internal Revenue Code; or
3. In connection with redemptions through the Fidelity Advisor Systematic
Withdrawal Program. 
 
 
 
SUPPLEMENT TO THE FIDELITY ADVISOR 
INTERNATIONAL FUNDS
INSTITUTIONAL CLASS FEBRUARY 28,1997 PROSPECTUS
The following information replaces similar information found in "Who May
Want to Invest " on page 3.
   Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio. Class A
and Class T shares have a front-end sales charge and pay a distribution
fee. Class T shares may be subject to a contingent deferred sales charge
(CDSC).     EFFECTIVE AUGUST 1, 1997,    Class A shares may also be subject
to a CDSC. Class B shares do not have a front-end sales charge, but do have
a CDSC, and pay a distribution fee and a shareholder service fee. Because
Institutional Class shares have no sales charge, and do not pay a
distribution fee or a shareholder service fee, Institutional Class shares
are expected to have a higher total return than Class A, Class T, or Class
B shares. You may obtain more information about Class A, Class T, and Class
B shares, which are not offered through this prospectus, by calling
1-800-843-3001 or from your investment professional.    
The following information replaces similar information found in "Charter"
on page 8.
       THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS.   
These meetings may be called to elect or remove trustees, change
fundamental policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. For shareholders of
Overseas you are entitled to one vote for each share you own. For
shareholders of Emerging Markets Income, the number of votes you are
entitled to is based upon the dollar value of your investment.     
The following information supplements the information found in "Exchange
Restrictions" on page 23.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose fees
of up to 1.00% on purchases, administrative fees of up to $7.50, and
redemption fees of up to 1.50% on exchanges. Check each fund's prospectus
for details.
 
 
 
 
 
SUPPLEMENT TO THE FIDELITY ADVISOR FUNDS:
CLASS A, CLASS T, CLASS B, INSTITUTIONAL CLASS, AND INITIAL CLASS
FEBRUARY 28, 1997
STATEMENT OF ADDITIONAL INFORMATION
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN "INVESTMENT
POLICIES AND LIMITATIONS" ON PAGE 8.
       STRATEGIC OPPORTUNITIES FUND   
    THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:   
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities or securities of
other investment companies) if, as a result, (a) more than 5% of the fund's
total assets would be invested in the securities of that issuer, or (b) the
fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) currently intend to sell securities short, unless it owns or has the
right to obtain securities equivalent in kind and amount to the securities
sold short, and provided that transactions in futures contracts and options
are not deemed to constitute selling securities short;
(4) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(5) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(6) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements or;
(8) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(9) The fund may notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by Fidelity Management & Research
Company or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
    THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.   
(i) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (6)). The fund will not
borrow from other funds advised by FMR or its affiliates if total
outstanding borrowings immediately after such borrowing would exceed 15% of
the fund's total assets.
(ii) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(iii) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(iv) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
Fidelity Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
(v) currently intend to purchase securities on margin, except that the fund
may obtain such short-term credits as are necessary for the clearance of
transactions, and provided that margin payments in connection with futures
contracts and options on futures contracts shall not constitute purchasing
securities on margin;
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
60    
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION IN "PERFORMANCE" ON
PAGES 68 AND 69.
   The following tables and charts show performance for each class of
shares of each fund. Class A shares have a maximum front-end sales charge
of 5.25% for TechnoQuant Growth, Overseas, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income, Equity
Income, and Balanced (the Equity Funds); 4.25% for Emerging Markets Income,
High Yield, Strategic Income, Mortgage Securities, Government Investment,
High Income Municipal, Municipal Bond, New York Municipal Income, and
California Municipal Income (the Bond Funds); 3.25% for Intermediate Bond
and Intermediate Municipal Income (the Intermediate-Term Bond Funds); and
1.50% for Short Fixed-Income and Short-Intermediate Municipal Income (the
Short-Term Bond Funds).     EFFECTIVE AUGUST 1, 1997,    the Equity Funds',
Bond Funds' and the Intermediate Term Bond Funds' Class A shares maximum
front-end sales charges increase as follows: 5.75% for the Equity Funds;
4.75% for the Bond Funds; and 3.75% for the Intermediate Term Bond Funds.
As the case may be, the performance numbers herein reflect the Class A
shares maximum front-end sales charges as in effect through July 31, 1997.
Class A shares are also subject to a 12b-1 fee of 0.25% (Equity Funds), and
0.15% (Bond Funds, Intermediate-Term Bond Funds, and Short-Term Bond
Funds). Class T shares have a maximum front-end sales charge of 3.50% for
the Equity Funds, 3.50% for the Bond Funds, 2.75% for the Intermediate-Term
Bond Funds, and 1.50% for the Short-Term Bond Funds. Class T shares are
also subject to a 12b-1 fee of 0.50% (the Equity Funds), 0.25% (the Bond
Funds and the Intermediate-Term Bond Funds), and 0.15% (the Short-Term Bond
Funds). Class B shares have contingent deferred sales charges (CDSC) upon
redemption: maximum CDSC is 5.00% for all funds that offer Class B except
the Intermediate-Term Bond Funds, which have a maximum CDSC of 3.00%. Class
B shares are also subject to a 12b-1 fee of 0.75% (the Equity Funds) or
0.65% (the Bonds Funds and the Intermediate-Term Bond Funds), as well as a
0.25% shareholder services fee. Institutional Class shares do not have a
sales charge or a 12b-1 fee. Initial Class shares of Strategic
Opportunities have a front-end sales charge of 3.50% and no 12b-1 fee.
Initial Class shares of Mortgage Securities and Municipal Bond do not have
a sales charge or a 12b-1 fee.    
THE FOLLOWING INFORMATION SUPPLEMENTS INFORMATION FOUND IN "ADDITIONAL
PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE 119.
CLASS A SHARES ONLY
   Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's maximum 5.25% (Equity Funds); 4.25% (Bond Funds); 3.25%
(Intermediate Bond Funds); or 1.50% (Short Bond Funds) front-end sales
charge in connection with a fund's merger with or acquisition of any
investment company or trust.     EFFECTIVE AUGUST 1, 1997,    Class A's
maximum front-end sales charges increase as follows: 5.75% (Equity funds),
4.75% (Bond funds), 3.75% (Intermediate Bond funds). In addition, FDC has
chosen to waive Class A's front-end sales charge in certain instances
because of efficiencies involved in those sales of shares. The sales charge
will not apply:    
1. to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA), which, in the
aggregate, have either more than 200 eligible employees or a minimum of
$1,000,000 in assets invested in Fidelity Advisor funds;
   2. to shares purchased by a trust institution or bank trust department
(excluding employee benefit plan assets) that has executed a participation
agreement with FDC specifying certain asset minimums and qualifications,
and marketing restrictions. Assets managed by third parties do not qualify
for this waiver;    
3. to shares purchased for use in a broker-dealer managed account program,
provided the broker-dealer has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver; or
4. to shares purchased on a discretionary basis by a registered investment
adviser which is not part of an organization primarily engaged in the
brokerage business, that has executed a participation agreement with FDC
specifying certain asset minimums and qualifications, and marketing,
program and trading restrictions. Employee benefit plan assets do not
qualify for this waiver.
   5.     EFFECTIVE AUGUST 1, 1997    to shares purchased by an employee
benefit plan having $25 million or more in plan assets.    
For the purpose of load waiver (3), certain broker-dealers that otherwise
meet the qualifications and asset minimums established by FDC are not
required to sign a participation agreement.
A sales load waiver form must accompany these transactions.
       EFFECTIVE AUGUST 1, 1997,    THE FOLLOWING INFORMATION REPLACES
SIMILAR INFORMATION FOUND IN "ADDITIONAL PURCHASE, EXCHANGE, AND REDEMPTION
INFORMATION" ON PAGE 120.
    FINDERS FEE.    On eligible purchases of (i) Class A shares in amounts
of $1 million or more that qualify for a Class A load waiver, (ii) Class A
shares in amounts of $25 million or more, and (iii) Class T shares in
amounts of $1 million or more, investment professionals will be compensated
with a fee of 0.25%. Class A eligible purchases are the following purchases
made through broker-dealers and banks: an individual trade of $25 million
or more; an individual trade of $1 million or more that is load waived; a
trade which brings the value of the accumulated account(s) of an investor
(including an employee benefit plan) past $25 million; a load waived trade
that brings the value of the accumulated account(s) of an investor
(including an employee benefit plan) past $1 million; a trade for an
investor with an accumulated account value of $25 million or more; a load
waived trade for an investor with an accumulated account value of $1
million or more; an incremental trade toward an investor's $25 million
"Letter of Intent"; and an incremental load waived trade toward an
investor's $1 million "Letter of Intent". Class T eligible purchases are
the following purchases made through broker-dealers and banks: an
individual trade of $1 million or more; a trade which brings the value of
the accumulated account(s) of an investor (including an employee benefit
plan) past $1 million; a trade for an investor with an accumulated account
value of $1 million or more; and an incremental trade toward an investor's
$1 million "Letter of Intent." 
Any assets in relation to which an investment professional has received
such compensation will bear a contingent deferred sales charge (Class A or
Class T CDSC) if they do not remain in Class A or Class T shares of the
Fidelity Advisor Funds, Daily Money Class (formerly Initial Class) shares
of Treasury Fund (formerly Daily Money Fund: U.S. Treasury Portfolio),
Prime Fund (formerly Daily Money Fund: Money Market Portfolio), or shares
of Tax-Exempt Fund (formerly Daily Tax-Exempt Money Fund), for a period of
at least one uninterrupted year. The Class A or Class T CDSC will be 0.25%
of the lesser of the cost of the shares at the initial date of purchase or
the value of the shares at redemption, not including any reinvested
dividends or capital gains. Class A or Class T CDSC shares representing
reinvested dividends or capital gains, if any, will be redeemed first,
followed by other Class A or Class T CDSC shares that have been held for
the longest period of time.
With respect to employee benefit plans, the Class A or Class T CDSC does
not apply to the following types of redemptions: (i) plan loans or
distributions or (ii) exchanges to non-Advisor fund investment options.
With respect to Individual Retirement Accounts, the Class A or Class T CDSC
does not apply to redemptions made for disability, payment of death
benefits, or required partial distributions starting at age 70 1/2.    
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN "ADDITIONAL
PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE 121.
CLASS B SHARES ONLY
The contingent deferred sales charge (CDSC) on Class B shares may be waived
(1) in the case of disability or death, provided that Class B shares are
redeemed within one year following the death or the initial determination
of disability; (2) in connection with a total or partial redemption related
to certain distributions from retirement plans or accounts at age 70 1/2,
which are permitted without penalty pursuant to the Internal Revenue Code;
or (3) in connection with redemptions through the Fidelity Advisor
Systematic Withdrawal Program.
A sales load waiver form must accompany these transactions.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN "ADDITIONAL
PURCHASE, EXCHANGE, AND REDEMPTION INFORMATION" ON PAGE 122.
CLASS A, CLASS T, CLASS B, AND INSTITUTIONAL CLASS SHARES ONLY
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own Class A, Class
T, or Institutional Class shares worth $10,000 or more, you can have
monthly, quarterly or semi-annual checks sent from your account to you, to
a person named by you, or to your bank checking account. If you own Class B
shares worth $10,000 or more, you can have monthly or quarterly checks sent
from your account to you, to a person named by you, or to your bank
checking account. Aggregate redemptions per 12 month period from your Class
B account may not exceed 10% of the value of the account and are not
subject to a CDSC; and you may set your withdrawal amount as a percentage
of the value of your account or a fixed dollar amount. Your Systematic
Withdrawal Program payments are drawn from Class A, Class T, Class B, or
Institutional Class share redemptions, as applicable. If Systematic
Withdrawal Plan redemptions exceed income dividends earned on your shares,
your account eventually may be exhausted.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"DISTRIBUTIONS AND TAXES" ON PAGE 123.
Each municipal fund purchases securities whose interest FMR believes is
free from federal income tax. Generally, issuers or other parties have
entered into covenants requiring continuing compliance with federal tax
requirements to preserve the tax-free status of interest payments over the
life of the security. If at any time the covenants are not complied with,
or if the IRS otherwise determines that the issuer did not comply with
relevant tax requirements, interest payments from a security could become
federally taxable retroactive to the date the security was issued. For
certain types of structured securities, the tax status of the pass-through
of tax-free income may also be based on the federal and state tax treatment
of the structure.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN "TRUSTEES
AND OFFICERS" ON PAGE 126.
The Trustees and executive officers of the trusts are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. The
business address of each Trustee and officer who is an "interested person"
(as defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts
02109, which is also the address of FMR. The business address of all the
other Trustees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons" by
virtue of their affiliation with either a trust or FMR are indicated by an
asterisk (*).
ROBERT M. GATES (53), Trustee (1997), is a consultant, author, and lecturer
(1993). Mr. Gates was Director of the Central Intelligence Agency (CIA)
from 1991-1993. From 1989 to 1991, Mr. Gates served as Assistant to the
President of the United States and Deputy National Security Advisor. Mr.
Gates is currently a Trustee for the Forum For International Policy, a
Board Member for the Virginia Neurological Institute, and a Senior Advisor
of the Harvard Journal of World Affairs. In addition, Mr. Gates also serves
as a member of the corporate board for LucasVarity PLC (automotive
components and diesel engines), Charles Stark Draper Laboratory
(non-profit), NACCO Industries, Inc. (mining and manufacturing), and TRW
Inc. (original equipment and replacement products) Mr. Gates currently
serves as a Trustee for each of the following trusts: Fidelity Advisor
Series II, III, IV, V, VI, and VIII, Fidelity Municipal Trust, and Fidelity
Income Fund. 
WILLIAM O. McCOY (63),Trustee (1997), is the Vice President of Finance for
the University of North Carolina (16-school system, 1995). Prior to his
retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of
BellSouth Corporation (telecommunications, 1984) and President of BellSouth
Enterprises (1986). He is currently a Director of Liberty Corporation
(holding company, 1984), Weeks Corporation of Atlanta (real estate, 1994),
Carolina Power and Light Company (electric utility, 1996), and the Kenan
Transport Co. (1996). Previously, he was a Director of First American
Corporation (bank holding company, 1979-1996). In addition, Mr. McCoy
serves as a member of the Board of Visitors for the University of North
Carolina at Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988). Mr. McCoy currently
serves as a Trustee for each of the following trusts: Fidelity Advisor
Series II, III, IV, V, VI, and VIII, Fidelity Municipal Trust, and Fidelity
Income Fund. 
THE FOLLOWING FOOTNOTE REPLACES A SIMILAR FOOTNOTE FOUND IN THE "TRUSTEES
AND OFFICERS" SECTION ON PAGE 130.
(double dagger)(double dagger)(double dagger) During the period from May 1,
1996 through December 31, 1996, William O. McCoy served as a Member of the
Advisory Board of each trust. Mr. McCoy was appointed to the Board of
Trustees of Fidelity Advisor Series II, III, IV, V, and VI, Fidelity
Municipal Trust, and Fidelity Income Fund, effective January 1, 1997.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION ON PAGES 131-135.
As of May 31, 1997, approximately 44.14% of California Municipal Income's,
7.39% of Emerging Markets Income's, 4.05% of Large Cap's, and 28.67% of
Municipal Bond's, outstanding shares was held by an FMR affiliate.  FMR
Corp. is the ultimate parent company of this FMR affiliate. By virtue of
his ownership interest in FMR Corp., as described in the "FMR" section on
page 125, Mr. Edward C. Johnson 3d, President and Trustee of the fund, may
be deemed to be a beneficial owner of these shares. As of the above date,
with the exception of Mr. Johnson 3d's deemed ownership of California
Municipal Income's, Emerging Markets Income's, Large Cap's, and Municipal
Bond's shares, the Trustees and officers of the funds owned, in the
aggregate, less than 1% of each fund's total outstanding shares.
   As of May 31, 1997, the following owned of record or beneficially 5% or
more of the outstanding shares of the classes of the following Fidelity
Advisor funds:
    ADVISOR BALANCED - CLASS A:    EQ Financial Consultants, New York, NY
(10.99%); First Tennessee Bank, Memphis, TN (7.61%).
    ADVISOR BALANCED - CLASS T   : CIGNA, Hartford, CT (22.15%); Smith
Barney, New York, NY (5.24%).
    ADVISOR BALANCED - CLASS B:    Royal Alliance Assoc., Inc., Birmingham,
AL (5.92%).
    ADVISOR BALANCED - INSTITUTIONAL CLASS:    Whitney National Bank, New
Orleans, LA (33.07%); Valley National Bank, Clifton, NJ (14.31%); Charles
Schwab and Co., Inc., San Francisco, CA (9.38%); Moss Lawton, Chicago, IL
(8.19%); Benefit Services Corporation, Atlanta, GA (6.09%).
    ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS A:    FMR Corp., Boston, MA
(105.20%); Sunamerica Securities, Inc., Phoenix, AZ (34.18%).
    ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS T:    First Allied
Securities, Inc., Cokeville, WY (21.42%); Prudential Securities, New York,
NY (15.83%); Hornor Townsend & Kent, Philadelphia, PA (12.58%); W. S.
Griffith & Co., Inc., San Diego, CA (5.48%).
    ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS B:    FMR Corp., Boston, MA
(13.02%); UBOC Investment Services, Inc., Los Angeles, CA (12.54%); U. S.
Life Equity Sales, New York, NY (12.11%); Prudential Securities, New York,
NY (9.08%); Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL (7.51%);
Piper Jaffrey & Hopwood, Inc., Minneapolis, MN (7.34%); A. G. Edwards &
Sons, St. Louis, MO (6.67%); Alliance Advisory & Securities, Westlake
Village, CA (6.42%); PaineWebber, Inc., Weehawken, NJ (6.33%); Sunamerica
Securities, Inc., Phoenix, AZ (5.30%).
    ADVISOR CALIFORNIA MUNICIPAL INCOME - INSTITUTIONAL CLASS:    FMR
Corp., Boston, MA (99.61%).
    ADVISOR EMERGING MARKETS INCOME - CLASS A:    FMR Corp., Boston, MA
(11.67%); Dain Bosworth, Inc., Minneapolis, MN (10.22%); PNC Securities,
Pittsburgh, PA (7.55%); Washington Square Securities, Minneapolis, MN
(6.96%); Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL (5.43%).
    ADVISOR EMERGING MARKETS INCOME - CLASS T:    FMR Corp., Boston, MA
(9.37%); Donaldson, Lufkin & Jenrette, New York, NY (6.80%).
    ADVISOR EMERGING MARKETS INCOME - CLASS B:    Donaldson, Lufkin &
Jenrette, New York, NY (9.26%); PaineWebber, Inc., Weehawken, NJ (6.83%).
    ADVISOR EMERGING MARKETS INCOME - INSTITUTIONAL CLASS:    Robert E.
Jones & Associates, Denver, CO (59.98%); First National Bank La Jolla, La
Jolla, CA (7.36%).
    ADVISOR EQUITY GROWTH - CLASS A:    FIS Securities, Inc., Providence,
RI (9.60%); Donaldson, Lufkin & Jenrette, New York, NY (6.68%).
    ADVISOR EQUITY GROWTH - CLASS T:    CIGNA, Hartford, CT (8.88%); Smith
Barney, New York, NY (5.61%); Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (5.33%).
    ADVISOR EQUITY GROWTH - CLASS B   : FIS Securities, Inc., Providence,
RI (11.76%).
    ADVISOR EQUITY INCOME - CLASS A:    Donaldson, Lufkin & Jenrette, New
York, NY (8.16%); FIS Securities, Inc., Providence, RI (6.04%).
    ADVISOR EQUITY INCOME - CLASS T:    Smith Barney, New York, NY (5.33%).
    ADVISOR EQUITY INCOME - CLASS B:    Merrill Lynch Pierce Fenner &
Smith, Jacksonville, FL (7.26%); Smith Barney, New York, NY (7.18%);
Donaldson, Lufkin & Jenrette, New York, NY (6.61%). 
    ADVISOR EQUITY INCOME - INSTITUTIONAL CLASS:    Bank of Boston, Boston,
MA (29.73%); First National Bank of Ohio, Akron, OH (13.12%); First
Hawaiian Bank, Honolulu, HI (5.82%).
    ADVISOR GOVERNMENT INVESTMENT - CLASS A:    FMR Corp., Boston, MA
(15.00%); Wilmington Trust Company, Wilmington, DE (12.68%); CJM Planning
Corp., Fair Lawn, NJ (10.68%); A. G. Edwards & Sons, St. Louis, MO (9.08%);
Vestax Securities, Hudson, OH (9.00%); UBOC Investment Services, Inc., Los
Angeles, CA (7.28%); EQ Financial Consultants, New York, NY (6.92%).
    ADVISOR GOVERNMENT INVESTMENT - CLASS T:    Oriental Financial Services
Corp., Hato Rey, PR (6.54%); Commonwealth Equity Services, Waltham, MA
(6.28%); Smith Barney, New York, NY (5.02%).
    ADVISOR GOVERNMENT INVESTMENT - CLASS B:    Donaldson, Lufkin &
Jenrette, New York, NY (7.52%); Royal Alliance Assoc., Inc., Birmingham, AL
(6.29%); Smith Barney, New York, NY (5.31%).
    ADVISOR GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS:    First Hawaiian
Bank, Honolulu, HI (63.05%); First Security Trust Company, Coral Gables, FL
(6.02%).
    ADVISOR GROWTH OPPORTUNITIES - CLASS A:    Donaldson, Lufkin &
Jenrette, New York, NY (6.28%); Prudential Securities, New York, NY
(6.04%); A. G. Edwards & Sons, St. Louis, MO (5.09%).
    ADVISOR GROWTH OPPORTUNITIES - CLASS T   : CIGNA, Hartford, CT
(16.42%); Smith Barney, New York, NY (6.72%).
    ADVISOR GROWTH OPPORTUNITIES - CLASS B:    Merrill Lynch Pierce Fenner
& Smith, Jacksonville, FL (9.76%); A. G. Edwards & Sons, St. Louis, MO
(6.83%); Smith Barney, New York, NY (6.46%); Prudential Securities, New
York, NY (5.54%).
    ADVISOR GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS:    Frost National
Bank, San Antonio, TX (9.55%); Charles Schwab and Co., Inc., San Francisco,
CA (9.54%); Marshall & Ilsley Trust Co., Milwaukee, WI (7.31%).
    ADVISOR HIGH INCOME MUNICIPAL - CLASS A:    Dain Bosworth, Inc.,
Minneapolis, MN (29.02%); A. G. Edwards & Sons, St. Louis, MO (19.28%);
1717 Capital Management Company, Newark, DE (15.87%); FMR Corp., Boston, MA
(6.18%); EQ Financial Consultants, New York, NY (5.75%); Corelink
Financial, Providence, RI (5.47%).
    ADVISOR HIGH INCOME MUNICIPAL - CLASS T:    Smith Barney, New York, NY
(8.75%); A. G. Edwards & Sons, St. Louis, MO (6.86%); Royal Alliance
Assoc., Inc., Birmingham, AL (5.26%); Donaldson, Lufkin & Jenrette, New
York, NY (5.09%).
    ADVISOR HIGH INCOME MUNICIPAL - CLASS B:    Donaldson, Lufkin &
Jenrette, New York, NY (10.32%); Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (5.26%).
    ADVISOR HIGH INCOME MUNICIPAL - INSTITUTIONAL CLASS:    Tompkins County
Trust Company, Ithaca, NY (19.03%); FMR Corp., Boston, MA (12.49%); Charles
Schwab and Co., Inc., San Francisco, CA (6.58%); Liberty National Bank &
Trust, Oklahoma City, OK (6.40%); Jack White & Company - TX, Beaumont, TX
(5.55%); Evergreen Bank, N.A., Glens Falls, NY (5.55%); University Bank,
Houston, TX (5.26%).
    ADVISOR HIGH YIELD - CLASS A:    FIS Securities, Providence, RI
(13.09%); Donaldson, Lufkin & Jenrette, New York, NY (8.22%).
    ADVISOR HIGH YIELD - CLASS T:    Donaldson, Lufkin & Jenrette, New
York, NY (9.06%); Smith Barney, New York, NY (6.17%); Manulife Financial,
Canada (5.94%).
    ADVISOR HIGH YIELD - CLASS B:    Merrill Lynch Pierce Fenner & Smith,
Jacksonville, FL (10.58%); Donaldson, Lufkin & Jenrette, New York, NY
(8.20%); Prudential Securities, New York, NY (6.79%); Smith Barney, New
York, NY (5.98%).
    ADVISOR HIGH YIELD - INSTITUTIONAL CLASS:    Charles Schwab and Co.,
Inc., San Francisco, CA (18.03%); Donaldson, Lufkin & Jenrette, New York,
NY (10.12%); Resources Trust Company, Englewood, CO (7.56%); First Hawaiian
Bank, Honolulu, HI (6.49%); Capital Planning Corp., Bellevue, WA (5.08%).
    ADVISOR INTERMEDIATE BOND - CLASS A:    FIS Securities, Inc.,
Providence, RI (30.64%); Corelink Financial, Providence, RI (13.33%);
Donaldson, Lufkin & Jenrette, New York, NY (9.26%); FMR Corp., Boston, MA
(5.80%); Prudential Securities, New York, NY (5.58%).
    ADVISOR INTERMEDIATE BOND - CLASS T:    PaineWebber, Inc., Weehawken,
NJ (8.22%).
    ADVISOR INTERMEDIATE BOND - CLASS B:        Donaldson, Lufkin &
Jenrette, New York, NY (11.67%); Royal Alliance Assoc., Inc., Birmingham,
AL (6.19%).   
    ADVISOR INTERMEDIATE BOND - INSTITUTIONAL CLASS:    Mercantile Bank,
N.A., St. Louis, MO (12.75%); Amivest Corporation, New York, NY (6.41%);
Magna Trust Company, Belleville, IL (6.23%); Bank of Mississippi, Jackson,
MS (5.75%). 
    ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS A:    FMR Corp., Boston,
MA (34.84%); Summit Trust Company, Summit, NJ (33.49%); Locust Street
Securities, Inc., Des Moines, IA (26.25%); Corelink Financial, Providence,
RI (15.65%). 
    ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS T   : Royal Alliance
Assoc., Inc., Birmingham, AL (8.75%); Smith Barney, New York, NY (6.98%);
Commonwealth Equity Services, Waltham, MA (5.44%).
    ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS B:    Merrill Lynch
Pierce Fenner & Smith, Jacksonville, FL (12.04%); National Financial
Services Corporation, Boston, MA (7.61%); Prudential Securities, New York,
NY (7.07%); Donaldson, Lufkin & Jenrette, New York, NY (6.93%); Royal
Alliance Assoc., Inc., Birmingham, AL (6.35%); A. G. Edwards & Sons, St.
Louis, MO (6.08%).
    ADVISOR INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS:    Liberty
National Bank & Trust, Oklahoma City, OK (24.47%); Wells Fargo Bank, San
Francisco, CA (12.90%); Frost National Bank, San Antonio, TX (10.88%);
South Holland Bancorp, South Holland, IL (8.94%); Citizens National Bank of
Evansville, Evansville, IN (6.20%); Laird Norton Co., Seattle, WA (5.71%).
    ADVISOR LARGE CAP - CLASS A:    A. G. Edwards & Sons, St. Louis, MO
(12.19%); FMR Corp., Boston, MA (7.63%); Westport Bank and Trust Co.,
Westport, CT (6.24%); LaSalle St. Securities, Inc., Chicago, IL (6.03%);
1717 Capital Management Company, Newark, DE (5.62%).
    ADVISOR LARGE CAP - CLASS T:    Dain Bosworth, Inc., Minneapolis, MN
(8.07%); Securities America, Inc., Omaha, NE (7.86%).
    ADVISOR LARGE CAP -CLASS B:    Dain Bosworth, Inc., Minneapolis, MN
(20.70%); Prudential Securities, New York, NY (7.53%).
    ADVISOR LARGE CAP - INSTITUTIONAL CLASS:    FMR Corp., Boston, MA
(39.94%); Charles Schwab and Co., Inc., San Francisco, CA (21.21%); Union
Planters National Bank, Memphis, TN (13.71%); First Hawaiian Bank,
Honolulu, HI (8.16%). 
    ADVISOR MID CAP - CLASS A:    PaineWebber, Inc., Weehawken, NJ (7.88%);
Smith Barney, New York, NY (6.50%); A. G. Edwards & Sons, St. Louis, MO
(6.15%); First Tennessee Bank, Memphis, TN (5.38%).
A    DVISOR MID CAP - CLASS T:    Commonwealth Equity Services, Waltham, MA
(8.26%); Dain Bosworth, Inc., Minneapolis, MN (7.29%); Smith Barney, New
York, NY (6.22%); Donaldson, Lufkin & Jenrette, New York, NY (5.64%).
    ADVISOR MID CAP - CLASS B:    Dain Bosworth, Inc., Minneapolis, MN
(15.26%); Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL (8.41%);
Smith Barney, New York, NY (7.59%).
    ADVISOR MID CAP - INSTITUTIONAL CLASS:    First Hawaiian Bank,
Honolulu, HI (71.21%).
    ADVISOR MORTGAGE SECURITIES - CLASS A:    CIGNA, Hartford, CT (94.86%);
FMR Corp., Boston, MA (6.77%).
    ADVISOR MORTGAGE SECURITIES - CLASS T:    Sunamerica Securities, Inc.,
Phoenix, AZ (64.26%); FMR Corp., Boston, MA (16.93%); Donaldson, Lufkin &
Jenrette, New York, NY (11.07%); First Heartland Capital, Quincy, IL
(5.35%).
    ADVISOR MORTGAGE SECURITIES - CLASS B:    1717 Capital Management
Company, Newark, DE (42.51%); FMR Corp., Boston, MA (20.26%); Washington
Square Securities, Minneapolis, MN (20.10%).
    ADVISOR MORTGAGE SECURITIES - INSTITUTIONAL CLASS       :    FMR Corp.,
Boston, MA (11.29%).
    ADVISOR MORTGAGE SECURITIES - INITIAL CLASS       :    National
Financial Services Corporation, Boston, MA (13.26%).
    ADVISOR MUNICIPAL BOND - CLASS A:    Sigma Financial Corp., Ann Arbor,
MI (71.64%); FMR Corp., Boston, MA (20.18%); PaineWebber, Inc., Weehawken,
NJ (7.04%).
    ADVISOR MUNICIPAL BOND - CLASS T:    1717 Capital Management Company,
Newark, DE (17.82%); FSC Securities Corp., Atlanta, GA (15.26%); Jefferson
Pilot Investor Services, Greensboro, NC (11.52%); A. G. Edwards & Sons, St.
Louis, MO (8.96%); Donaldson, Lufkin & Jenrette, New York, NY (8.35%);
Lovell, Inc., Brentwood, TN (6.92%); KMS Financial Services, Inc., Seattle,
WA (5.31%).
    ADVISOR MUNICIPAL BOND - CLASS B:    Prudential Securities, New York,
NY (20.58%); FMR Corp., Boston, MA (11.79%); Dain Bosworth, Inc.,
Minneapolis, MN (11.64%); Investment Advisors & Consultants, Inc., Ocean,
NJ (9.21%); Bank One, N.A., Columbus, OH (6.12%); John Hancock
Distributors, Boston, MA (5.85%); Associated Investments Services, Inc.,
Portage, WI (5.64%).
    ADVISOR MUNICIPAL BOND - INSTITUTIONAL CLASS:    Drovers Bank, York, PA
(46.61%); Peoples Bank and Trust Co., Indianapolis, IN (26.40%); Premier
Bank and Trust, Elyria, OH (11.26%); FMR Corp., Boston, MA (8.23%).
    ADVISOR NEW YORK MUNICIPAL INCOME - CLASS A:    FMR Corp., Boston, MA
(52.77%); PaineWebber, Inc., Weehawken, NJ (38.22%); A. G. Edwards & Sons,
St. Louis, MO (6.55%).
    ADVISOR NEW YORK MUNICIPAL INCOME - CLASS T:    FMR Corp., Boston, MA
(18.55%); A. G. Edwards & Sons, St. Louis, MO (11.27%); North Ridge
Securities Corp., Hauppauge, NY (10.71%); First Albany, Albany, NY (7.03%);
HRC Services, Inc., Glenwood Landing, NY (5.46%).
    ADVISOR NEW YORK MUNICIPAL INCOME - CLASS B:    FMR Corp., Boston, MA
(23.60%); Chase Investment Services, New York, NY (16.26%); National
Financial Services Corporation, Boston, MA (16.21%); Prudential Securities,
New York, NY (11.11%); Merrill Lynch Pierce Fenner & Smith, Jacksonville,
FL (5.24%).
    ADVISOR NEW YORK MUNICIPAL INCOME - INSTITUTIONAL CLASS:    FMR Corp.,
Boston, MA (106.39%).
    ADVISOR OVERSEAS - CLASS A:    EQ Financial Consultants, New York, NY
(9.19%); Chase Investment Services, New York, NY (6.50%); PaineWebber,
Inc., Weehawken, NJ (6.06%).
    ADVISOR OVERSEAS - CLASS T:    Great West Life/Benefits Corp.,
Englewood, CO (7.56%); Smith Barney, New York, NY (7.22%).
    ADVISOR OVERSEAS - CLASS B:    Royal Alliance Assoc., Inc., Birmingham,
AL (6.60%); PaineWebber, Inc., Weehawken, NJ (6.57%); Smith Barney, New
York, NY (6.54%); Merrill Lynch Pierce Fenner & Smith, Jacksonville, FL
(5.71%).
    ADVISOR OVERSEAS - INSTITUTIONAL CLASS:    First National Bank, Iowa
City, IA (24.65%); Bingham, Dana & Gould L.L.P., Boston, MA (13.34%); First
Hawaiian Bank, Honolulu, HI (9.37%); One Valley Bank, N.A., Charleston, WV
(5.98%).
    ADVISOR SHORT FIXED-INCOME - CLASS A:    A. G. Edwards & Sons, St.
Louis, MO (19.35%); FMR Corp., Boston, MA (13.04%); Corelink Financial,
Providence, RI (6.12%); Harbour Investments, Inc., Madison, WI (6.04%);
Terra Securities Corp., Oak Brook, IL (5.90%).
    ADVISOR SHORT FIXED-INCOME - CLASS T:    Smith Barney, New York, NY
(6.37%); Royal Alliance Assoc., Inc., Birmingham, AL (5.55%).
    ADVISOR SHORT FIXED-INCOME - INSTITUTIONAL CLASS:    First Hawaiian
Bank, Honolulu, HI (57.10%); First National Bank of Springfield,
Springfield, IL (17.54%); Benefit Services Corporation, Atlanta, GA
(12.45%).
    ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A:    FMR Corp.,
Boston, MA (51.72%); Investment Advisors & Consultants, Inc., Ocean, NJ
(16.09%); Chase Manhattan Bank, N.A., Rochester, NY (5.97%).
    ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS T:    Key/Society
Corp., Cleveland, OH (17.63%); Cowles, Sabol & Co., Inc., Encino, CA
(8.43%).
    ADVISOR SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS:   
University Bank, Houston, TX (22.34%); FMR Corp., Boston, MA (21.84%);
First American Bank & Trust, Fort Atkinson, WI (19.58%); Peoples Bank and
Trust Co., Indianapolis, IN (12.83%); Drovers Bank, York, PA (11.06%).
    ADVISOR STRATEGIC INCOME - CLASS A:    FIS Securities, Inc.,
Providence, RI (33.50%); FMR Corp., Boston, MA (7.83%); Terra Securities
Corp., Oak Brook, IL (7.10%); PaineWebber, Inc., Weehawken, NJ (5.05%).
    ADVISOR STRATEGIC INCOME - CLASS T   : Royal Alliance Assoc., Inc.,
Birmingham, AL (7.76%); Donaldson Lufkin & Jenrette, New York, NY (7.35%);
Financial Network Investment Corp., Torrance, CA (5.08%).
    ADVISOR STRATEGIC INCOME - CLASS B:    G W & Wade Asset Management Co.,
Wellesley, MA (33.18%); FIS Securities, Inc., Providence, RI (6.02%).
    ADVISOR STRATEGIC INCOME - INSTITUTIONAL CLASS:    Charles Schwab and
Co., Inc., San Francisco, CA (88.97%); Bingham, Dana & Gould L.L.P.,
Boston, MA (5.04%).
    ADVISOR STRATEGIC OPPORTUNITIES - CLASS A:    FMR Corp., Boston, MA
(14.26%); A. G. Edwards & Sons, St. Louis, MO (12.69%); Stephens, Inc.,
Little Rock, AR (5.42%).
    ADVISOR STRATEGIC OPPORTUNITIES - CLASS T:    Merrill Lynch Pierce
Fenner & Smith, Jacksonville, FL (12.63%); CIGNA, Hartford, CT (10.43%); A.
G. Edwards & Sons, St. Louis, MO (6.42%); Smith Barney, New York, NY
(5.09%).
    ADVISOR STRATEGIC OPPORTUNITIES - CLASS B:    Donaldson, Lufkin &
Jenrette, New York, NY (6.38%); Smith Barney, New York, NY (6.37%).
    ADVISOR STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS:    National Bank
of Alaska, Anchorage, AK (18.50%); Evergreen Bank, N.A., Glens Falls, NY
(15.96%); Whitney National Bank, New Orleans, LA (11.31%); Equitable Trust
Company, Nashville, TN (10.21%); First Tennessee Bank, Memphis, TN
(10.12%); Thumb National Bank and Trust, Pigeon, MI (6.13%); Commonwealth
Equity Services, Waltham, MA (5.60%).
A shareholder owning of record or beneficially more than 25% of a fund's
outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other shareholders.    
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACT" SECTION ON PAGE 136.
FMR is each fund's manager pursuant to management contracts dated and
approved by shareholders on the dates shown in the table below.
 
<TABLE>
<CAPTION>
<S>                                   <C>                           <C>                            
FUND                                  DATE OF MANAGEMENT CONTRACT   DATE OF SHAREHOLDER APPROVAL   
 
TechnoQuant Growth                       12/1/96                       12/23/96*                   
 
Overseas                              1/1/93                        12/1/92                        
 
Mid Cap                               1/18/96                       1/18/96*                       
 
Equity Growth                         12/1/90                       11/14/90                       
 
Growth Opportunities                  1/1/95                        12/14/94                       
 
Strategic Opportunities               7/1/97                        6/18/97                        
 
Large Cap                             1/18/96                       1/18/96*                       
 
Growth & Income                          12/1/96                       12/23/96*                   
 
Equity Income                         8/1/86                        7/23/86                        
 
Balanced                              1/1/95                        12/14/94                       
 
Emerging Markets Income               7/1/97                        6/18/97                        
 
High Yield                            1/1/95                        12/14/94                       
 
Strategic Income                      7/1/97                        6/18/97                        
 
Mortgage Securities                   8/1/94                        7/13/94                        
 
Government Investment                 1/1/95                        12/14/94                       
 
Intermediate Bond                     1/1/95                        12/14/94                       
 
Short Fixed-Income                    1/1/95                        12/14/94                       
 
High Income Municipal                 12/1/94                       11/16/94                       
 
Municipal Bond                        1/1/94                        12/15/93                       
 
Intermediate Municipal Income         7/1/95                        6/14/95                        
 
Short-Intermediate Municipal Income   7/1/95                        6/14/95                        
 
New York Municipal Income             11/17/94                      12/8/94                        
 
California Municipal Income           12/14/95                      12/14/95*                      
 
</TABLE>
 
* Approved by FMR, then the sole shareholder of the fund.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACT" SECTION ON PAGE 139.
       CALIFORNIA MUNICIPAL INCOME, STRATEGIC INCOME AND EMERGING MARKETS
INCOME.    The following fee schedule is the current fee schedule for
California Municipal Income, Strategic Income and Emerging Markets
Income.    
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     $3 billion   .3700%   $ 0.5 billion   .3700%   
 
3          -     6            .3400    25              .2664    
 
6          -     9            .3100    50              .2188    
 
9          -     12           .2800    75              .1986    
 
12         -     15           .2500    100             .1869    
 
15         -     18           .2200    125             .1793    
 
18         -     21           .2000    150             .1736    
 
21         -     24           .1900    175             .1690    
 
24         -     30           .1800    200             .1652    
 
30         -     36           .1750    225             .1618    
 
36         -     42           .1700    250             .1587    
 
42         -     48           .1650    275             .1560    
 
48         -     66           .1600    300             .1536    
 
66         -     84           .1550    325             .1514    
 
84         -     120          .1500    350             .1494    
 
120        -     156          .1450    375             .1476    
 
156        -     192          .1400    400             .1459    
 
192        -     228          .1350    425             .1443    
 
228        -     264          .1300    450             .1427    
 
264        -     300          .1275    475             .1413    
 
300        -     336          .1250    500             .1399    
 
336        -     372          .1225    525             .1385    
 
372        -     408          .1200    550             .1372    
 
408        -     444          .1175                             
 
444        -     480          .1150                             
 
480        -     516          .1125                             
 
Over 516                      .1100                             
 
   This fee schedule has been approved by the shareholders of California
Municipal Income, Strategic Income, and Emerging Markets Income.
    TECHNOQUANT GROWTH, MID CAP, LARGE CAP, GROWTH & INCOME AND STRATEGIC
OPPORTUNITIES.    The following fee schedule is the current fee schedule
for TechnoQuant Growth, Mid Cap, Large Cap, Growth & Income and Strategic
Opportunities.    
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 0        -     3 billion   .5200%    $ 0.5 billion   .5200%   
 
3          -     6           .4900     25              .4238    
 
6          -     9           .4600     50              .3823    
 
9          -     12          .4300     75              .3626    
 
12         -     15          .4000     100             .3512    
 
15         -     18          .3850     125             .3430    
 
18         -     21          .3700     150             .3371    
 
21         -     24          .3600     175             .3325    
 
24         -     30          .3500     200             .3284    
 
30         -     36          .3450     225             .3249    
 
36         -     42          .3400     250             .3219    
 
42         -     48          .3350     275             .3190    
 
48         -     66          .3250     300             .3163    
 
66         -     84          .3200     325             .3137    
 
84         -     102         .3150     350             .3113    
 
102        -     138         .3100     375             .3090    
 
138        -     174         .3050     400             .3067    
 
174        -     210         .3000     425             .3046    
 
210        -     246         .2950     450             .3024    
 
246        -     282         .2900     475             .3003    
 
282        -     318         .2850     500             .2982    
 
318        -     354         .2800     525             .2962    
 
354        -     390         .2750     550             .2924    
 
390        -     426         .2700                              
 
426        -     462         .2650                              
 
462        -     498         .2600                              
 
498        -     534         .2550                              
 
Over 534                     .2500                              
 
THIS FEE SCHEDULE HAS BEEN APPROVED BY SHAREHOLDERS OF STRATEGIC
OPPORTUNITIES FUND.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"COMPUTING THE PERFORMANCE ADJUSTMENT" SECTION ON PAGE 145.
       COMPUTING THE PERFORMANCE ADJUSTMENT.    The basic fee for Overseas,
Growth Opportunities and Strategic Opportunities is subject to upward or
downward adjustment, depending upon whether, and to what extent, the
investment performance of each applicable fund for the performance period
exceeds, or is exceeded by, the record of the S&P 500 (Growth Opportunities
and Strategic Opportunities), or the cap-weighted EAFE (Overseas) (the
Indices) over the same period. The performance period consists of the most
recent month plus the previous 35 months. Each percentage point of
difference, calculated to the nearest 1.0% for Growth Opportunities and
Overseas, and 0.01% for Strategic Opportunities (up to a maximum difference
of (plus/minus)10.00) is multiplied by a performance adjustment rate of
0.02%. Thus, the maximum annualized adjustment rate is (plus/minus)0.20%.
This performance comparison is made at the end of each month. One-twelfth
of this rate is then applied to each fund's average net assets for the
entire performance period, giving the dollar amount which will be added to
(or subtracted from) the basic fee. For Growth Opportunities and Overseas
investment performance will be measured separately for each class of shares
offered by that fund and the least of the results obtained will be used in
calculating the performance adjustment to the management fee paid by the
fund. For Strategic Opportunities investment performance will be
represented by the average performance of all classes of the fund weighted
according to their average assets for each month.    
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"SUB-ADVISERS" SECTION ON PAGE 148.
   On behalf of TechnoQuant Growth, Overseas, Mid Cap, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income,
Balanced, Emerging Markets Income, High Yield, Strategic Income,
Intermediate Bond, Mortgage Securities, and Short Fixed-Income FMR may also
grant FMR U.K. and FMR Far East investment management authority as well as
the authority to buy and sell securities if FMR believes it would be
beneficial to the funds.    
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"DISTRIBUTION AND SERVICE PLANS" SECTION ON PAGE 152.
   Pursuant to the Class A Plans, FDC is paid a distribution fee as a
percentage of Class A's average net assets at an annual rate of up to 0.75%
for each of TechnoQuant Growth, Overseas, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income, Equity
Income, and Balanced (the Equity Funds); and up to 0.40% for each of
Emerging Markets Income, High Yield, Strategic Income, Government
Investment, Mortgage Securities, High Income Municipal, Municipal Bond, New
York Municipal Income, and California Municipal Income (the Bond Funds),
Intermediate Bond and Intermediate Municipal Income (the Intermediate-Term
Bond Funds), and Short-Intermediate Municipal Income and Short Fixed-Income
(the Short-Term Bond Funds). Pursuant to the Class T Plans, FDC is paid a
distribution fee as a percentage of Class T's average net assets at an
annual rate of up to 0.75% for each of TechnoQuant Growth, Equity Growth,
Mid Cap, Large Cap, Growth & Income, and Equity Income; up to 0.65% for
each of Overseas, Growth Opportunities, Strategic Opportunities, and
Balanced; up to 0.40% for each of Emerging Markets Income, High Yield,
Strategic Income, Intermediate Bond, Mortgage Securities, Government
Investment, High Income Municipal, Municipal Bond, Short-Intermediate
Municipal Income, Intermediate Municipal Income, New York Municipal Income,
and California Municipal Income; and up to 0.15% for Short Fixed-Income.
Pursuant to the Class B Plans, FDC is paid a distribution fee as a
percentage of Class B's average net assets at an annual rate of up to 0.75%
for each fund with Class B shares. For the purpose of calculating the
distribution fees, average net assets are determined at the close of
business on each day throughout the month, but excluding assets
attributable to Class T shares of Equity Growth, Equity Income, and
Overseas purchased more than 144 months prior to such day and to Class B
shares of Equity Income purchased more than 144 months prior to such day.
Currently, the Trustees have approved a distribution fee for Class A at an
annual rate of 0.25% for each of the Equity Funds and 0.15% for each of the
Bond Funds, the Intermediate-Term Bond Funds, and the Short-Term Bond
Funds. Currently, the Trustees have approved a distribution fee for Class T
at an annual rate of 0.50% for each of the Equity Funds; 0.25% for each of
the Bond Funds and the Intermediate-Term Bond Funds; and 0.15% for each of
the Short-Term Bond Funds. Currently, the Trustees have approved a
distribution fee for Class B at an annual rate of 0.75% for each of the
Equity Funds and 0.65% for each of the Bond Funds and the Intermediate-Term
Bond Funds. These fee rates may be increased only when, in the opinion of
the Trustees, it is in the best interests of the shareholders of the
applicable class to do so. Class B of each fund also pays investment
professionals a service fee at an annual rate of 0.25% of its average daily
net assets determined at the close of business on each day throughout the
month for personal service and/or the maintenance of shareholder
accounts.    
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE "VOTING
RIGHTS" SECTION ON PAGE 159.
       VOTING RIGHTS.    Each fund's capital consists of shares of
beneficial interest. The shares have no preemptive rights, and Class A,
Class T, Institutional Class, and Initial Class shares have no conversion
rights; the voting and dividend rights, the conversion rights of Class B
shares, the right of redemption, and the privilege of exchange are
described in the Prospectus. Shareholders of Growth Opportunities,
Strategic Opportunities, Equity Income, Emerging Markets Income, Balanced,
High Yield, Strategic Income, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, High Income Municipal, Municipal
Bond, Intermediate Municipal Income, Short-Intermediate Municipal Income,
New York Municipal Income, and California Municipal Income receive one vote
for each dollar of net asset value owned. Shares are fully paid and
nonassessable, except as set forth under the heading "Shareholder and
Trustee Liability" above. Shareholders representing 10% or more of a trust,
a fund, or class of a fund may, as set forth in the Declaration of Trust,
call meetings of the trust, fund or class, as applicable, for any purpose
related to the trust, fund, or class, as the case may be, including, in the
case of a meeting of an entire trust, the purpose of voting on removal of
one or more Trustees. Each trust or fund may be terminated upon the sale of
its assets to another open-end management investment company, or upon
liquidation and distribution of its assets, if approved by vote of the
holders of a majority of the outstanding shares of the funds of Fidelity
Advisor Series I, and VII, or as determined by the current value of each
shareholder's investment in the funds of Fidelity Advisor Series II, III,
IV, V, VI, and VIII,- Fidelity Municipal Trust, and Fidelity Income Fund.
If not so terminated, each trust and fund will continue indefinitely.
Growth Opportunities, Strategic Opportunities, Balanced, Emerging Markets
Income, High Yield, Strategic Income, Government Investment, Intermediate
Bond, Short Fixed-Income, High Income Municipal, California Municipal
Income, New York Municipal Income, Mid Cap, Large Cap, Mortgage Securities,
TechnoQuant Growth, Growth & Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income may invest all of their assets in
another investment company.    
 



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