<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Advisor Series III
(Name of Registrant)
File No. 2-77571
</PAGE>
<PAGE>
FILE NO. 2-77571
Advisor Series III
: Fidelity Advisor Equity Portfolio: Income
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
32,389,805 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
3,822,249 shares
(iv) Number of Securities Sold During Fiscal Year
9,622,743 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
5,051,181 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
5,051,181
$
73,012,326
Redemptions:
(5,051,181)
$
(73,012,326)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Advisor Series III
:
Fidelity Advisor Equity Portfolio: Income
By John H. Costello
Assistant Treasurer
</PAGE>
January 19, 1994
Mr. John Costello
Assistant Treasurer
Fidelity Advisor Series III
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Advisor Series III (the Trust) is a Massachusetts business
trust created under a written Declaration of Trust under the name
Equity Portfolio: Income, dated and executed on May 17, 1982 and
delivered in Boston, Massachusetts on May 19, 1982. The
Declaration of Trust was amended and restated on August 1, 1986
and delivered in Boston, Massachusetts on August 14, 1986. The
Trust was originally created under the name "Equity One Trust." The
Trust's name was changed to "Income-Growth Portfolio" by vote of
the Trustees on August 20, 1982 and an amended Declaration of
Trust was filed with the Secretary of the Commonwealth on August
26, 1982. The Trust's name was again changed to "First Equity
Portfolio: Income" by a vote of the Trustees on December 16, 1982
and an amended Declaration of Trust was filed with the Secretary of
the Commonwealth on that day. On September 22, 1983, the
Trust's name was changed to Fidelity Franklin Street Trust by vote of
the Trustees and the shareholders of the Trust and an amended
Declaration of Trust was filed with the Secretary of the
Commonwealth on October 3, 1983. Effective April 15, 1993, The
Trust's name was changed to its present name, Fidelity Advisor
Series III.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the Trust may be divided into such transferable Shares
(the "Shares") of one or more separate and distinct Series as the
Trustees shall from time to time create and establish. The number of
Shares is unlimited and each Share is without par value and shall be
fully paid and nonassessable. Said Section provides that Trustees
have full power and authority, in their sole discretion and without
obtaining any prior authorization or vote of the Shareholders of the
Trust, to create and establish (and to change in any manner) Shares
with such preferences, voting powers, rights and privileges as the
Trustees may from time to time determine, to divide or combine the
Shares into a greater or lesser number, to classify or reclassify any
issued Shares into one or more Series of Shares, to abolish any one
or more Series of Shares, and to take such other action with respect
to the Shares as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees are empowered to accept
investment in the Trust in cash or securities from such persons and
on such terms as they may from time to time authorize. Investments
in the Trust, subsequent to the initial contribution of capital, shall be
credited to the Shareholder's account in the form of full shares of the
Trust at the net asset value per share next determined after the
investment is received and accepted; provided, however, that the
Trustees may, in their sole discretion, impose a sales charge upon
investment in the Trust, and issue fractional shares.
By a vote adopted on May 17, 1982, and amended on April 26,
1985, the Board of Trustees authorized the issue and sale, from time
to time of an unlimited number of shares of beneficial interest of the
Trust in accordance with the terms included in the Prospectus and
Statement of Additional Information and subject to the limitations of
the Declaration of Trust and any Amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the Securities
Act of 1933. I further understand that, pursuant to the provisions of
Rule 24f-2, the Trust is about to file with the Securities and
Exchange Commission a notice making definite the registration of
5,051,181 shares of the Trust sold in reliance upon Rule 24f-2
during the fiscal year ended November 30, 1993.
I am of the opinion that all necessary Trust action precedent to the
issue of the Shares, has been duly taken, and that all the Shares
were legally and validly issued, and are fully paid and nonassessable
except as described in the Trust's Statement of Additional
Information dated January 29, 1993 under the heading "Description
of the Fund." In rendering this opinion, I rely on the representation
by the Trust that it or its agent received consideration for the Shares
in accordance with the Trust's Declaration of Trust and I express no
opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940 or applicable state "Blue Sky" or
securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 notice which
you are about to file under the 1940 Act with said Commission.
Sincerely,
David Weinstein
Vice President - Legal
Mr. John Costello
January 19, 1994
Page 3
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