FIDELITY ADVISOR SERIES VII
497, 1999-02-11
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SUPPLEMENT TO THE
FIDELITY ADVISOR FOCUS FUNDSSM
CLASS A, CLASS T, CLASS B, AND CLASS C
SEPTEMBER 28, 1998 PROSPECTUS

The following information found in "Expenses" on page P-4 is no longer
applicable.

                            Class A    Class T    Class B    Class C

Annual account maintenance  $12.00     $12.00     $12.00     $12.00
fee (for accounts under
$2,500)

The following information replaces similar information for CONSUMER
INDUSTRIES, CYCLICAL INDUSTRIES, NATURAL RESOURCES, TECHNOLOGY, and
UTILITIES GROWTH found in "Expenses" on page P-5.

<TABLE>
<CAPTION>
<S>                   <C>                           <C>      <C>      <C>      <C>
                      Operating Expenses            Class A  Class T  Class B  Class C

CONSUMER INDUSTRIES   Management fee                 0.59%    0.59%    0.59%    0.59%[A]

                      12b-1 fee (including 0.25%     0.25%    0.50%    1.00%    1.00%
                      Shareholder Service Fee for
                      Class B and Class C shares)

                      Other expenses (after          0.66%    0.66%    0.66%    0.66%[A]
                      reimbursement Class A, Class
                      T, Class B, and Class C)

                      Total operating expenses       1.50%    1.75%    2.25%    2.25%

CYCLICAL INDUSTRIES   Management fee                 0.59%    0.59%    0.59%    0.59%[A]

                      12b-1 fee (including 0.25%     0.25%    0.50%    1.00%    1.00%
                      Shareholder Service Fee for
                      Class B and Class C shares)

                      Other expenses (after          0.66%    0.66%    0.66%    0.66%[A]
                      reimbursement Class A, Class
                      T, Class B, and Class C)

                      Total operating expenses       1.50%    1.75%    2.25%    2.25%

NATURAL RESOURCES     Management fee                 0.59%    0.59%    0.59%    0.59%[A]

                      12b-1 fee (including 0.25%     0.25%    0.50%    1.00%    1.00%
                      Shareholder Service Fee for
                      Class B and Class C shares)

                      Other expenses (after          0.50%    0.35%    0.39%    0.66%[A]
                      reimbursement Class C)

                      Total operating expenses       1.34%    1.44%    1.98%    2.25%

TECHNOLOGY            Management fee                 0.59%    0.59%    0.59%    0.59%[A]

                      12b-1 fee (including 0.25%     0.25%    0.50%    1.00%    1.00%
                      Shareholder Service Fee for
                      Class B and Class C shares)

                      Other expenses (after          0.55%    0.51%    0.62%    0.66%[A]
                      reimbursement Class C)

                      Total operating expenses       1.39%    1.60%    2.21%    2.25%

UTILITIES GROWTH      Management fee                 0.59%    0.59%    0.59%    0.59%[A]

                      12b-1 fee (including 0.25%     0.25%    0.50%    1.00%    1.00%
                      Shareholder Service Fee for
                      Class B and Class C shares)

                      Other expenses (after          0.66%    0.66%    0.66%    0.66%[A]
                      reimbursement Class A, Class
                      T, Class B, and Class C)

                      Total operating expenses       1.50%    1.75%    2.25%    2.25%

</TABLE>

[A] BASED ON ESTIMATED EXPENSES FOR THE FIRST YEAR.

The following information replaces similar information found in
"Expenses" on page P-6.

A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Class A, Class T, Class B, and Class C operating expenses
presented in the preceding table would have been:

                     Class A  Class T  Class B  Class C

Consumer Industries   1.48%   1.73%    2.23%    *

Cyclical Industries    n/a      n/a      n/a    *

Financial Services    1.30%    1.50%    2.04%   *

Health Care           1.36%    1.52%    2.12%   *

Natural Resources     1.30%    1.40%    1.94%   *

Technology            1.35%    1.56%    2.18%   *

Utilities Growth      1.47%    1.71%    2.22%   *

* IMPACT OF CREDITS NOT APPLIED TO FIRST YEAR ESTIMATED EXPENSES.

The following information replaces similar information found in
"Expenses" on page P-6.

EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses 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. Total expenses shown below include your shareholder
transaction expenses, such as the maximum front-end sales charge or
CDSC, as applicable, and a class's annual operating expenses.

<TABLE>
<CAPTION>
<S>                   <C>          <C>              <C>      <C>        <C>       <C>            <C>
                                   Full Redemption                                No Redemption

                                   Class A          Class T  Class B    Class C   Class B        Class C

CONSUMER INDUSTRIES   1 year        $ 72             $ 52     $ 73[A]    $ 33[A]   $ 23           $ 23

                      3 years       $ 102            $ 88     $ 100[A]   $ 70      $ 70           $ 70

                      5 years       $ 135            $ 127    $ 141[A]   $ 120     $ 120          $ 120

                      10 years[B]   $ 226            $ 234    $ 231      $ 258     $ 231          $ 258

CYCLICAL INDUSTRIES   1 year        $ 72             $ 52     $ 73[A]    $ 33[A]   $ 23           $ 23

                      3 years       $ 102            $ 88     $ 100[A]   $ 70      $ 70           $ 70

                      5 years       $ 135            $ 127    $ 141[A]   $ 120     $ 120          $ 120

                      10 years[B]   $ 226            $ 234    $ 231      $ 258     $ 231          $ 258

FINANCIAL SERVICES    1 year        $ 70             $ 50     $ 71[A]    $ 31[A]   $ 21           $ 21

                      3 years       $ 97             $ 81     $ 95[A]    $ 65      $ 65           $ 65

                      5 years       $ 126            $ 115    $ 131[A]   $ 112     $ 111          $ 112

                      10 years[B]   $ 207            $ 210    $ 211      $ 242     $ 211          $ 242

HEALTH CARE           1 year        $ 71             $ 50     $ 72[A]    $ 32[A]   $ 22           $ 22

                      3 years       $ 99             $ 82     $ 97[A]    $ 68      $ 67           $ 68

                      5 years       $ 129            $ 116    $ 134[A]   $117      $ 114          $ 117

                      10 years[B]   $ 214            $ 212    $ 218      $ 251     $ 218          $ 251

NATURAL RESOURCES     1 year        $ 70             $ 49     $ 70[A]    $ 33[A]   $ 20           $ 23

                      3 years       $ 98             $ 79     $ 92[A]    $ 70      $ 62           $ 70

                      5 years       $ 127            $ 111    $ 127[A]   $120      $ 107          $ 120

                      10 years[B]   $ 209            $ 201    $ 206      $ 258     $ 206          $ 258

TECHNOLOGY            1 year        $ 71             $ 51     $ 72[A]    $ 33[A]   $ 22           $ 23

                      3 years       $ 99             $ 84     $ 99[A]    $ 70      $ 69           $ 70

                      5 years       $ 129            $ 119    $ 138[A]   $ 120     $ 118          $ 120

                      10 years[B]   $ 215            $ 218    $ 224      $ 258     $ 224          $ 258

UTILITIES GROWTH      1 year        $ 72             $ 52     $ 73[A]    $ 33[A]   $ 23           $ 23

                      3 years       $ 102            $ 88     $ 100[A]   $ 70      $ 70           $ 70

                      5 years       $ 135            $ 127    $ 141[A]   $ 120     $ 120          $ 120

                      10 years[B]   $ 226            $ 234    $ 231      $ 258     $ 231          $ 258

</TABLE>

[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.

[B] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER
SEVEN YEARS.

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.

The following information replaces similar information found in
"Expenses" on page P-7.

FMR has voluntarily agreed to reimburse Class A, Class T, Class B, and
Class C of each fund to the extent that total operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses), as a percentage of their respective average net assets,
exceed the following rates:

<TABLE>
<CAPTION>
<S>                  <C>      <C>               <C>      <C>               <C>      <C>               <C>
                     Class A  Effective Date    Class T  Effective Date    Class B  Effective Date    Class C

Consumer Industries   1.50%   12/1/98            1.75%   12/1/98            2.25%   12/1/98            2.25%

Cyclical Industries   1.50%   12/1/98            1.75%   12/1/98            2.25%   12/1/98            2.25%

Financial Services    1.50%   12/1/98            1.75%   12/1/98            2.25%   12/1/98            2.25%

Health Care           1.50%   12/1/98            1.75%   12/1/98            2.25%   12/1/98            2.25%

Natural Resources     1.50%   12/1/98            1.75%   12/1/98            2.25%   12/1/98            2.25%

Technology            1.50%   12/1/98            1.75%   12/1/98            2.25%   12/1/98            2.25%

Utilities Growth      1.50%   12/1/98            1.75%   12/1/98            2.25%   12/1/98            2.25%

</TABLE>


<TABLE>
<CAPTION>
<S>                  <C>
                     Effective Date

Consumer Industries  12/1/98

Cyclical Industries  12/1/98

Financial Services   12/1/98

Health Care          12/1/98

Natural Resources    12/1/98

Technology           12/1/98

Utilities Growth     12/1/98

</TABLE>

If these agreements were not in effect, other expenses and total
operating expenses, as a percentage of average net assets, would have
been the following amounts:

<TABLE>
<CAPTION>
<S>                  <C>                 <C>          <C>           <C>         <C>                            <C>
                     Other Expenses                                              Total Operating Expenses

                     Class A             Class T      Class B      Class C[A]    Class A                       Class T

Consumer Industries   1.62%               1.12%        1.87%        2.80%         2.46%                         2.21%

Cyclical Industries   4.56%               2.91%        5.85%        14.42%        5.40%                         4.00%

Natural Resources    *                   *            *             1.15%        *                             *

Technology           *                   *            *             0.84%        *                             *

Utilities Growth      1.34%               0.85%        1.04%        1.52%         2.18%                         1.94%

</TABLE>


<TABLE>
<CAPTION>
<S>                   <C>          <C>


                      Class B      Class C[A]

Consumer Industries    3.46%        4.39%

Cyclical Industries    7.44%        16.01%

Natural Resources     *             2.74%

Technology            *             2.43%

Utilities Growth       2.63%        3.11%

</TABLE>

[A] BASED ON ESTIMATED EXPENSES FOR THE FIRST YEAR.

* TOTAL OPERATING EXPENSES WERE LESS THAN THE VOLUNTARY EXPENSE CAPS
IN EFFECT DURING THE FISCAL YEAR ENDED 1998.

The following information replaces similar information found in the
"Charter" section under "FMR and Its Affiliates" on page P-25.

Peter Saperstone is manager of Advisor Utilities Growth, which he has
managed since October 1998. He also manages other Fidelity funds. Mr.
Saperstone joined Fidelity in 1995 and has worked as an analyst and
manager.

   The following information replaces similar information found under
the heading "Other Expenses" in the "Breakdown of Expenses" section on
page P-31.    

   For purchases of Class C shares made for an employee benefit plan
(as defined in the Employee Retirement Income Security Act), 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan) or through reinvested dividends or capital gains distributions,
during the first year of investment and thereafter, up to the full
amount of the Class C distribution fee and Class C service fee paid by
such shares may be reallowed to investment professionals as
compensation for their services in connection with the distribution of
Class C shares and for providing personal service to and/or
maintenance of Class C shareholder accounts.    

The following information replaces similar information found in "How
to Buy Shares" on page P-33.

MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT                                $2,500
For certain Fidelity Advisor retirement accounts* $500
Through regular investment plans**                $100
TO ADD TO AN ACCOUNT                              $100
MINIMUM BALANCE                                   $1,000
For certain Fidelity Advisor retirement accounts* None

* THESE LOWER MINIMUMS APPLY TO FIDELITY ADVISOR TRADITIONAL IRA, ROTH
IRA, ROTH CONVERSION IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH ACCOUNTS.

** AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED. FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE
REFER TO "INVESTOR SERVICES," PAGE P-36.

   The following information replaces similar information found in
"How to Buy Shares" on page P-33.    

   PURCHASE AMOUNTS OF MORE THAN $1 MILLION WILL NOT BE ACCEPTED FOR
CLASS C SHARES. THIS LIMIT DOES NOT APPLY TO PURCHASES OF CLASS C
SHARES MADE BY AN EMPLOYEE BENEFIT PLAN, 403(B) PROGRAM OR PLAN
COVERING A SOLE-PROPRIETOR (FORMERLY KEOGH/H.R. 10 PLAN).           

The following information replaces similar information found in
"Investor Services" on page P-37.

REGULAR INVESTMENT PLANS

FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND

MINIMUM   INITIAL
$100

The following information replaces the second paragraph found under
the heading "Finder's Fee" in the "Transaction Details" section on
page P-39.

Except as provided below, any assets on which a finder's 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, or Daily
Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt 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 Class A or Class
T shares, as applicable, at the initial date of purchase or the value
of the Class A or Class T shares, as applicable, at redemption, not
including any reinvested dividends or capital gains. Class A and Class
T shares acquired through distributions (dividends or capital gains)
will not be subject to a Class A or Class T CDSC. In determining the
applicability and rate of any Class A or Class T CDSC at redemption,
Class A or Class T shares representing reinvested dividends and
capital gains, if any, will be redeemed first, followed by those Class
A or Class T CDSC shares that have been held for the longest period of
time.

The following information replaces the fourth paragraph found under
the heading "Finder's Fee" in the "Transaction Details" section on
page P-39.

   The Class A or Class T CDSC does not apply to the redemption of
shares:    

   1. Held by insurance company separate accounts;    

   2. From employee benefit plans (except shares of SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans) purchased on or after
February 11, 1999) and 403(b) programs for plan loans or distributions
or exchanges to non-Advisor fund investment options; or     

   3. From Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEPs, SARSEPs and
plans covering a sole proprietor or self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans) for disability, payment
of death benefits, or minimum required distributions starting at age
701/2.    

   Your investment professional should advise Fidelity 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 found under the heading
"Contingent Deferred Sales Charge" in the "Transaction Details"
section on page P-40.    

   Except as provided below, investment professionals with whom FDC
has agreements receive as compensation from FDC, at the time of sale,
a concession equal to 1.00% of your purchase of Class C shares. For
purchases of Class C shares made for an employee benefit plan, 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan) or through reinvested dividends or capital gain distributions,
investment professionals do not receive a concession at the time of
sale.    

The following information found in "Transaction Details" on page P-41
is no longer applicable.

FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500 (including any
amount paid as a sales charge), subject to an annual maximum charge of
$60.00 per shareholder. Accounts opened after September 30 will not be
subject to the fee for that year. The fee, which is payable to the
transfer agent, is designed to offset in part the relatively higher
costs of servicing smaller accounts. The fee will not be deducted from
retirement accounts (except non-prototype retirement accounts),
accounts using a systematic investment program, certain (Network Level
I and III) accounts which are maintained through National Securities
Clearing Corporation (NSCC), or if total assets in Fidelity mutual
funds exceed $50,000. Eligibility for the $50,000 waiver is determined
by aggregating Fidelity mutual fund accounts (excluding contractual
plans) maintained (i) by FIIOC and (ii) through NSCC; provided those
accounts are registered under the same primary social security number.

The following information replaces similar information found in
"Exchange Restrictions" on page P-41.

As a shareholder, you have the privilege of exchanging Class A, Class
T, Class B, or Class C shares of a fund for the same class of shares
of other Fidelity Advisor funds at NAV; Class A or Class T shares for
Daily Money Class shares of Treasury Fund, Prime Fund, or Tax-Exempt
Fund; Class B shares for Advisor B Class shares of Treasury Fund; and
Class C shares for Advisor C Class shares of Treasury Fund. If you
purchased your Class T shares through certain investment professionals
that have signed an agreement with FDC, you also have the privilege of
exchanging your Class T shares for shares of Fidelity Capital
Appreciation Fund. However, you should note the following:

The following information replaces    similar information     found in
"Sales Charge Reductions and Waivers" beginning on page P-42.

A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS A
SHARES:

1. Purchased for an employee benefit plan    (except a SIMPLE IRA, SEP
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program     with
at least $25 million or more in plan assets;

2. Purchased for an employee benefit plan   (except a SIMPLE IRA, SEP
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program    
investing through an insurance company separate account used to fund
annuity contracts;

3. Purchased for an employee benefit plan    (except a SIMPLE IRA, SEP
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program    
investing through a trust institution, bank trust department or
insurance company, or any such institution's broker-dealer affiliate
that is not part of an organization primarily engaged in the brokerage
business. Employee benefit plans    (except SIMPLE IRA, SEP and SARSEP
plans and plans covering self-employed individuals and their employees
(formerly Keogh/H.R. 10 plans)) and 403(b) programs     that
participate in the Advisor Retirement Connection do not qualify for
this waiver;

4. Purchased for an employee benefit plan    (except a SIMPLE IRA, SEP
or SARSEP plan or a plan covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) or a 403(b) program    
investing through an investment professional sponsored program that
requires the participating employee benefit plan to initially invest
in Class C or Class B shares and, upon meeting certain criteria,
subsequently requires the plan to invest in Class A shares;

5. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Employee benefit
plans    (except SIMPLE IRA, SEP, and SARSEP plans and plans covering
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans)), 403(b) programs     and accounts managed by third parties do
not qualify for this waiver;

6. Purchased by a broker-dealer for a managed account that is charged
an asset-based fee. Employee benefit plans    (except SIMPLE IRA, SEP
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs
    do not qualify for this waiver;

7. Purchased by a registered investment advisor that is not part of an
organization primarily engaged in the brokerage business for an
account that is managed on a discretionary basis and is charged an
asset-based fee. Employee benefit plans    (except SIMPLE IRA, SEP and
SARSEP plans and plans covering self-employed individuals and their
employees (formerly Keogh/H.R. 10 plans)) and 403(b) programs     do
not qualify for this waiver; or

8. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
investment professionals having agreements with FDC.

       A FRONT-END SALES CHARGE WILL NOT APPLY TO THE FOLLOWING CLASS
T SHARES:       

       1.    Purchased for an insurance company separate account used
to fund annuity contracts for employee benefit plans (except SIMPLE
IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or
403(b) programs;    

       2.    Purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Accounts
managed by third parties do not qualify for this waiver;    

       3.    Purchased by a broker-dealer for a managed account that
is charged an asset-based fee;    

       4.    Purchased by a registered investment advisor that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee    ;

5.    Purchased for an employee benefit plan (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program;    

       6.    Purchased for a Fidelity or Fidelity Advisor account with
the proceeds of a distribution from (i) an insurance company separate
account used to fund annuity contracts for employee benefit plans,
403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) that are invested in Fidelity Advisor or Fidelity
funds, or (ii) an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) that is
invested in Fidelity Advisor or Fidelity funds. (Distributions other
than those transferred to an IRA account must be transferred directly
into a Fidelity account.);    

       7.    Purchased for any state, county, or city, or any
governmental instrumentality, department, authority or agency;    

       8.    Purchased with redemption proceeds from other mutual fund
complexes on which you have previously paid a front-end sales charge
or CDSC;    

9.    Purchased by a current or former trustee or officer of a
Fidelity fund or a current or retired officer, director or regular
employee of FMR Corp. or FIL or their direct or indirect subsidiaries
(a Fidelity trustee or employee), the spouse of a Fidelity trustee or
employee, a Fidelity trustee or employee acting as custodian for a
minor child, or a person acting as trustee of a trust for the sole
benefit of the minor child of a Fidelity trustee or employee;    

       10.    Purchased by a charitable organization (as defined for
purposes of Section 501(c)(3) of the Internal Revenue Code) investing
$100,000 or more;    

       11.    Purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC;     

       12.    Purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code); or    

       13.    Purchased with distributions of income, principal, and
capital gains from Fidelity Defined Trusts.    

   You must notify FDC in advance if you qualify for a front-end sales
charge waiver.    

   If you are investing through an insurance company separate account,
if you are investing through a trust department, if you are investing
through an account managed by a broker-dealer, or if you have
authorized an investment adviser to make investment decisions for you,
you may qualify to purchase Class A shares without a sales charge (as
described in (2), (3), (4), (5), (6), and (7) on the previous page and
above), Class T shares without a sales charge (as described in (1),
(2), (3) and (4) at left), or Institutional Class shares. Because
Institutional Class shares have no sales charge, and do not pay a
12b-1 fee, Institutional Class shares are expected to have a higher
total return than Class A, Class T, Class B, and Class C shares.
Contact your investment professional to discuss if you qualify.    

       THE CDSC ON CLASS B AND CLASS C SHARES MAY BE WAIVED:       

       1.    In cases of disability or death, provided that the shares
are redeemed within one year following the death or the initial
determination of disability;    

       2.    In connection with a total or partial redemption of
shares from retirement plans or accounts (other than of shares
purchased on or after February 11, 1999 for Traditional IRAs, Roth
IRAs and Rollover IRAs) at age 701/2, which are permitted without
penalty pursuant to the Internal Revenue Code;    

       3.    In connection with the redemption of shares purchased on
or after February 11, 1999, from Traditional IRAs, Roth IRAs and
Rollover IRAs for disability, payment of death benefits, or minimum
required distributions starting at age 701/2;    

       4.    In connection with redemptions through the Fidelity
Advisor Systematic Withdrawal Program; or    

       5.    (APPLICABLE TO CLASS C ONLY) In connection with any
redemptions from an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan).     

   Your investment professional should advise Fidelity at the time
your redemption order is placed if you qualify for a waiver of the
Class B or Class C CDSC.    

   No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this Prospectus and in the related SAI,
in connection with the offer contained in this Prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This Prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell or to buy shares of the funds to any person to whom it is
unlawful to make such offer.    

SUPPLEMENT TO THE FIDELITY ADVISOR FOCUS FUNDSSM INSTITUTIONAL CLASS
SEPTEMBER 28, 1998 PROSPECTUS

The following information    replaces     similar information found in
"Who May Want to Invest" on page P-3.

   Institutional Class shares are offered to:    

   1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans (as defined in the Employee Retirement Income Security
Act), 403(b) programs and plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans) must have at least $50 million in plan
assets;    

   2. Registered investment advisor managed account programs, provided
the registered investment advisor is not part of an organization
primarily engaged in the brokerage business, and the program (i)
charges an asset-based fee and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or a plan
covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in the
program must be managed on a discretionary basis;    

   3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;    

   4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;     
   5. Fidelity Trustees and employees; and    
6. Insurance company        programs    for employee benefit plans,
403(b) programs or plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans)     that (i) charge an asset-based fee and (ii)
will have at least $1 million invested in the Institutional Class of
the Advisor funds. Insurance company        programs    for employee
benefit plans, 403(b) programs and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans)     include such programs offered by a
broker-dealer affiliate of an insurance company, provided that the
affiliate is not part of an organization primarily engaged in the
brokerage business.

   F    or purchases made by managed account programs, insurance
company separate accounts or insurance company        programs    for
employee benefit plans, 403(b) programs or plans covering
sole-proprietors (formerly Keogh/H.R. 10 plans)    , FDC reserves the
right to waive the requirement that $1 million be invested in the
Institutional Class of the Advisor funds   .    

The following information found in "Expenses" on page P-3 is no longer
applicable.
                            Institutional Class

Annual account maintenance  $12.00
fee (for accounts under
$2,500)

The following information replaces similar information for CONSUMER
INDUSTRIES, CYCLICAL INDUSTRIES, and UTILITIES GROWTH found in
"Expenses" on page P-4.

                        Operating Expenses      Examples

CONSUMER INDUSTRIES  Management fee             0.59%  1 year     $13

                     12b-1 fee                 None    3 years    $40

                     Other expenses  (after     0.66%  5 years    $69
                     reimbursement)

                     Total operating expenses   1.25%  10 years   $151

CYCLICAL INDUSTRIES  Management fee             0.59%  1 year     $13

                     12b-1 fee                 None    3 years    $40

                     Other expenses (after      0.66%  5 years    $69
                     reimbursement)

                     Total operating expenses   1.25%  10 years   $151

UTILITIES GROWTH     Management fee             0.59%  1 year     $13

                     12b-1 fee                 None    3 years    $40

                     Other expenses  (after     0.66%  5 years    $69
                     reimbursement)

                     Total operating expenses   1.25%  10 years   $151

The following information replaces similar information found in
"Expenses" on page P-5.

A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Institutional Class operating expenses presented in the
preceding table would have been:

                     Institutional Class

Consumer Industries   1.23%

Cyclical Industries   n/a

Financial Services    1.13%

Health Care           1.04%

Natural Resources     0.91%

Technology            1.07%

Utilities Growth      1.22%

FMR has voluntarily agreed to reimburse the Institutional Class of
each fund to the extent that total operating expenses (excluding
interest, taxes, brokerage commissions and extraordinary expenses), as
a percentage of their respective average net assets, exceed the
following rates:

                             Effective Date

Consumer Industries   1.25%  12/1/98

Cyclical Industries   1.25%  12/1/98

Financial Services    1.25%  12/1/98

Health Care           1.25%  12/1/98

Natural Resources     1.25%  12/1/98

Technology            1.25%  12/1/98

Utilities Growth      1.25%  12/1/98

If these agreements were not in effect, other expenses and total
operating expenses of the Institutional Class of each fund, as a
percentage of average net assets, would have been the following
amounts:

                     Other Expenses  Total Expenses

Consumer Industries  1.19%           1.78%

Cyclical Industries  2.94%           3.53%

Utilities Growth     0.87%           1.46%

The following information replaces similar information found in the
"Charter" section under "FMR and Its Affiliates" on page P-14.

Peter Saperstone is manager of Advisor Utilities Growth, which he has
managed since October 1998. He also manages other Fidelity funds. Mr.
Saperstone joined Fidelity in 1995 and has worked as an analyst and
manager.

The following information replaces similar information found in "How
to Buy Shares" on page P-21.

MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT                                $2,500
For certain Fidelity Advisor retirement accounts* $500
Through regular investment plans**                $100
TO ADD TO AN ACCOUNT                              $100
MINIMUM BALANCE                                   $1,000
For certain Fidelity Advisor retirement accounts* None

* THESE LOWER MINIMUMS APPLY TO FIDELITY ADVISOR TRADITIONAL IRA, ROTH
IRA, ROTH CONVERSION IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH ACCOUNTS.

** AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $100, PROVIDED THAT A
REGULAR INVESTMENT PLAN IS ESTABLISHED AT THE TIME THE ACCOUNT IS
OPENED. FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE
REFER TO "INVESTOR SERVICES," PAGE P-24.

The following information replaces similar information found in
"Investor Services" on page P-25.

REGULAR INVESTMENT PLANS

FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND

MINIMUM   INITIAL
$100

The following information found in "Transaction Details" on page P-28
is no longer applicable.

FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500, subject to an
annual maximum charge of $60.00 per shareholder. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part
the relatively higher costs of servicing smaller accounts. The fee
will not be deducted from retirement accounts (except non-prototype
retirement accounts), accounts using a systematic investment program,
certain (Network Level I and III) accounts which are maintained
through National Securities Clearing Corporation (NSCC), or if total
assets in Fidelity mutual funds exceed $50,000. Eligibility for the
$50,000 waiver is determined by aggregating Fidelity mutual fund
accounts (excluding contractual plans) maintained (i) by FIIOC and
(ii) through NSCC; provided those accounts are registered under the
same primary social security number.


SUPPLEMENT TO THE FIDELITY ADVISOR FOCUS FUNDSSM
CLASS A, CLASS T, CLASS B, CLASS C, AND INSTITUTIONAL CLASS
SEPTEMBER 28, 1998
STATEMENT OF ADDITIONAL INFORMATION

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
"ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION"
   BEGINNING     ON PAGE 44.

Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's    and Class T's     front-end sales charge on shares
acquired through reinvestment of dividends and capital gains or in
connection with a fund's merger with or acquisition of any investment
company or trust. In addition, FDC has chosen to waive Class A's   
and Class T's     front-end sales charge in certain instances because
of efficiencies    involved     in those sales of shares. The sales
charge will not apply:

CLASS A SHARES ONLY

1. to shares purchased for an employee benefit plan    (as defined in
the Employee Retirement Income Security Act) (except a SIMPLE IRA,
SEP, or SARSEP plan or a plan covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) or a 403(b)
program     with at least $25 million or more in plan assets;

2. to shares purchased for an employee benefit plan    (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or a
403(b) program     investing through an insurance company separate
account used to fund annuity contracts;

3. to shares purchased for an employee benefit plan    (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or a
403(b) program     investing through a trust institution, bank trusts
department or insurance company, or any such institution's
broker-dealer affiliate that is not part of an organization primarily
engaged in the brokerage business. Employee benefit plans    (except
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) and
403(b) programs     that participate in the Advisor Retirement
Connection do not qualify for this waiver;

4. to shares purchased for an employee benefit plan    (except a
SIMPLE IRA, SEP, or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or a
403(b) program     investing through an investment professional
sponsored program that requires the participating employee benefit
plan to initially invest in Class C or Class B shares and, upon
meeting certain criteria, subsequently requires the plan to invest in
Class A shares;

5. to shares purchased by a trust institution or bank trust department
for a managed account that is charged an asset-based fee. Employee
benefit plans    (except SIMPLE IRA, SEP, and SARSEP plans and plans
covering self-employed individuals and their employees (formerly
Keogh/H.R. 10 plans)), 403(b) programs     and accounts managed by
third parties do not qualify for this waiver;

6. to shares purchased by a broker-dealer for a managed account that
is charged an asset-based fee. Employee benefit plans    (except
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) and
403(b) programs     do not qualify for this waiver;

7. to shares purchased by a registered investment adviser that is not
part of an organization primarily engaged in the brokerage business
for an account that is managed on a discretionary basis and is charged
an asset-based fee. Employee benefit plans    (except SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans)) and 403(b)
programs     do not qualify for this waiver; or

8. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC.

   A sales load waiver form must accompany these transactions.    

       CLASS T SHARES ONLY       

   1. to shares purchased for an insurance company separate account
used to fund annuity contracts for employee benefit plans (except
SIMPLE IRA, SEP, and SARSEP plans and plans covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or
403(b) programs;    

   2. to shares purchased by a trust institution or bank trust
department for a managed account that is charged an asset-based fee.
Accounts managed by third parties do not qualify for this waiver;    

   3. to shares purchased by a broker-dealer for a managed account
that is charged an asset-based fee;    

   4. to shares purchased by a registered investment adviser that is
not part of an organization primarily engaged in the brokerage
business for an account that is managed on a discretionary basis and
is charged an asset-based fee;    

   5. to shares purchased for an employee benefit plan (except a
SIMPLE IRA, SEP or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly Keogh/H.R. 10 plans)) or a
403(b) program;    

   6. to shares purchased for a Fidelity or Fidelity Advisor account
(including purchases by exchange) with the proceeds of a distribution
from (i) an insurance company separate account used to fund annuity
contracts for employee benefit plans, 403(b) programs or plans
covering sole-proprietors (formerly Keogh/H.R. 10 plans) that are
invested in Fidelity Advisor or Fidelity funds or (ii) an employee
benefit plan, 403(b) program or plan covering a sole-proprietor
(formerly Keogh/H.R. 10 plan) that is invested in Fidelity Advisor or
Fidelity funds. (Distributions other than those transferred to an IRA
account must be transferred directly into a Fidelity account.);    

   7. to shares purchased for any state, county, or city, or any
governmental instrumentality, department, authority or agency;    

   8. to shares purchased with redemption proceeds from other mutual
fund complexes on which the investor has paid a front-end or
contingent deferred sales charge;    

   9. to shares purchased by a current or former Trustee or officer of
a Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or Fidelity International Limited (FIL) or their
direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity Trustee or employee, a Fidelity Trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a
Fidelity Trustee or employee;    

   10. to shares purchased by a charitable organization (as defined
for purposes of Section 501(c)(3) of the Internal Revenue Code)
investing $100,000 or more;    

   11. to shares purchased by a bank trust officer, registered
representative, or other employee (or a member of one of their
immediate families) of investment professionals having agreements with
FDC;    

   12. to shares purchased for a charitable remainder trust or life
income pool established for the benefit of a charitable organization
(as defined for purposes of Section 501(c)(3) of the Internal Revenue
Code); or    

   13. to shares purchased with distributions of income, principal,
and capital gains from Fidelity Defined Trusts.    

   A sales load waiver form must accompany these transactions.    

       CLASS B AND CLASS C SHARES ONLY       

   The contingent deferred sales charge (CDSC) on Class B and Class C
shares may be waived (1) in the case of disability or death, provided
that the shares are redeemed within one year following the death or
the initial determination of disability; (2) in connection with a
total or partial redemption of shares from retirement plans or
accounts (other than of shares purchased on or after February 11, 1999
for Traditional IRAs, Roth IRAs and Rollover IRAs) at age 70 1/2,
which are permitted without penalty pursuant to the Internal Revenue
Code; (3) in connection with the redemption of shares purchased on or
after February 11, 1999, from Traditional IRAs, Roth IRAs and Rollover
IRAs for disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2; (4) in connection with
redemptions through the Fidelity Advisor Systematic Withdrawal
Program; or     (5)        APPLICABLE TO CLASS C ONLY: in
co   nnection with any redemptions from an employee benefit plan,
403(b) program or plan covering a sole-proprietor (formerly Keogh/H.R.
10 plan).    

   A sales load waiver form must accompany these transactions.    

        INSTITUTIONAL CLASS SHARES ONLY       

   Institutional Class shares are offered to:    

   1. Broker-dealer managed account programs that (i) charge an
asset-based fee and (ii) will have at least $1 million invested in the
Institutional Class of the Advisor funds. In addition, employee
benefit plans, 403(b) programs and plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans) must have at least $50 million in plan
assets;    

   2. Registered investment advisor managed account programs, provided
the registered investment advisor is not part of an organization
primarily engaged in the brokerage business and the program (i)
charges an asset-based fee, and (ii) will have at least $1 million
invested in the Institutional Class of the Advisor funds. In addition,
accounts other than an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly a Keogh/H.R. 10 plan) in the
programs must be managed on a discretionary basis;    

   3. Trust institution and bank trust department managed account
programs that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Accounts managed by third parties are not eligible to purchase
Institutional Class shares;    

   4. Insurance company separate accounts that will have at least $1
million invested in the Institutional Class of the Advisor funds;    

   5. Current or former Trustees or officers of a Fidelity fund or
current or retired officers, directors, or regular employees of FMR
Corp. or FIL or their direct or indirect subsidiaries (Fidelity
Trustee or employee), spouses of Fidelity Trustees or employees,
Fidelity Trustees or employees acting as a custodian for a minor
child, or persons acting as trustee of a trust for the sole benefit of
the minor child of a Fidelity Trustee or employee; and    

6. Insurance company programs    for employee benefit plans, 403(b)
programs or plans covering sole-proprietors (formerly Keogh/H.R. 10
plans)     that (i) charge an asset-based fee and (ii) will have at
least $1 million invested in the Institutional Class of the Advisor
funds. Insurance company        programs    for employee benefit
plans, 403(b) programs and plans covering sole-proprietors (formerly
Keogh/H.R. 10 plans)     include such programs offered by a
broker-dealer affiliate of an insurance company, provided that the
affiliate is not part of an organization primarily engaged in the
brokerage business.

For purchases made by managed account programs, insurance company
separate accounts or insurance company        programs    for employee
benefit plans, 403(b) programs or plans covering sole-proprietors
(formerly Keogh/H.R. 10 plans)    , FDC reserves the right to waive
the requirement that $1 million be invested in the Institutional Class
of the Advisor funds.

       FOR CLASS A AND CLASS T SHARES ONLY       

       FINDER'S FEE.    For all funds, 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, or (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 purchase amount. Except as provided below, 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 (except a SEP or SARSEP plan or a
plan covering self-employed individuals and their employees (formerly
a Keogh/H.R. 10 plan)) or 403(b) program) past $25 million; a load
waived trade that brings the value of the accumulated account(s) of an
investor (including an employee benefit plan (except a SEP or SARSEP
plan or a plan covering self-employed individuals and their employees
(formerly a Keogh/H.R. 10 plan)) or 403(b) program) 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."
Except as provided below, 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 (except a SEP or SARSEP plan or a plan covering self-employed
individuals and their employees (formerly a Keogh/H.R. 10 plan)) or
403(b) program) 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."    

   For the purpose of determining the availability of Class A or Class
T finder's fees, purchases of Class A or Class T shares made with the
proceeds from the redemption of shares of any Fidelity fund will not
be considered "eligible purchases."    

Except as provided below, any assets on which a finder's fee has been
paid 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, or Daily Money Class shares of Treasury Fund,
Prime Fund or Tax-Exempt 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 Class A or Class T shares, as applicable, at
the initial date of purchase or the value of the Class A or Class T
shares, as applicable, at redemption, not including any reinvested
dividends or capital gains. Class A and Class T shares acquired
through distributions (dividends or capital gains) will not be subject
to a Class A or Class T CDSC. In determining the applicability and
rate of any Class A or Class T CDSC at redemption, Class A or Class T
shares representing reinvested dividends and capital gains, if any,
will be redeemed first, followed by those Class A or Class T 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.

   The Class A or Class T CDSC does not apply to the redemption of
shares:    

   1. Held by insurance company separate accounts;    

   2. From employee benefit plans (except shares of SIMPLE IRA, SEP,
and SARSEP plans and plans covering self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans) purchased on or after
February 11, 1999) and 403(b) programs for plan loans or distributions
or exchanges to non-Advisor fund investment options; or     

   3. From Traditional IRAs, Roth IRAs, SIMPLE IRAs, SEPs, SARSEPs and
plans covering a sole proprietor or self-employed individuals and
their employees (formerly Keogh/H.R. 10 plans) for disability, payment
of death benefits, or minimum required distributions starting at age
70 1/2.    

   Your investment professional should advise Fidelity at the time
your redemption order is placed if you qualify for a waiver of the
Class A or Class T CDSC.    

   Investment professionals must notify FDC in advance of a purchase
eligible for a finder's fee, and may be required to enter into an
agreement with FDC in order to receive the finder's fee.    

   THE FOLLOWING INFORMATION REPLACES THE SECOND PARAGRAPH FOUND UNDER
THE HEADING "QUANTITY DISCOUNTS" IN THE "ADDITIONAL PURCHASE, EXCHANGE
AND REDEMPTION INFORMATION" SECTION ON PAGE 46.    

   For purposes of qualifying for a reduction in front-end sales
charges under the Combined Purchase, Rights of Accumulation or Letter
of Intent programs, the following may qualify as an individual or a
"company" as defined in Section 2(a)(8) of the 1940 Act: an
individual, spouse, and their children under age 21 purchasing for
his, her, or their own account; a trustee, administrator or other
fiduciary purchasing for a single trust estate or a single fiduciary
account or for a single or a parent-subsidiary group of employee
benefit plans (except SEP and SARSEP plans and plans covering
self-employed individuals and their employees (formerly Keogh/H.R. 10
plans)) and 403(b) programs; and tax-exempt organizations as defined
under Section 501(c)(3) of the Internal Revenue Code.    

   THE FOLLOWING INFORMATION REPLACES THE FIRST PARAGRAPH FOUND IN THE
"DISTRIBUTION AND SERVICE PLANS" SECTION ON PAGE 57.    

   Currently and except as provided below, for the first year of
investment, the full amount of distribution fees paid by Class C is
retained by FDC as compensation for its services and expenses in
connection with the distribution of Class C shares, and the full
amount of service fees paid by Class C is retained by FDC for
providing personal service to and/or maintenance of Class C
shareholder accounts. Normally, after the first year of investment, up
to the full amount of distribution fees paid by Class C may be
reallowed to investment professionals as compensation for their
services in connection with the distribution of Class C shares, and up
to the full amount of service fees paid by Class C may be reallowed to
investment professionals for providing personal service to and/or
maintenance of Class C shareholder accounts. For purchases of Class C
shares made for an employee benefit plan, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or through
reinvested dividends or capital gain distributions, during the first
year of investment and thereafter, up to the full amount of
distribution fees and service fees paid by such Class C shares may be
reallowed to investment professionals as compensation for their
services in connection with the distribution of Class C shares and for
providing personal service to and/or maintenance of Class C
shareholder accounts.    

THE FOLLOWING INFORMATION FOUND IN "CONTRACTS WITH FMR AFFILIATES" ON
PAGE 59 IS NO LONGER APPLICABLE.

FIIOC also collects small account fees from certain accounts with
balances of less than $2,500.





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