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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Advisor Series III
(Name of Registrant)
File No. 2-77571
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Advisor Series III
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Advisor Equity Portfolio: Income
3.
Investment Company Act File Number: 811-3466
Securities Act File Number: 2-77571
4.
Last day of fiscal year for which this notice is filed: November 30, 1995
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 21,683,627
Aggregate Price: 198,053,432
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 57,204,793
Aggregate Price: 1,034,349,613
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 35,521,166
Aggregate Price: 836,296,181
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 836,296,181
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (187,526,580)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 648,769,601
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 223,713.66
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 22, 1995 and January 18, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date January 19, 1996
* Please print the name and title of the signing officer below the
signature.
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December 22, 1995
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 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 September 2,
1982. The Trust's name was 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 December 20, 1982. On January 4, 1983, a
supplement to the Declaration of Trust was filed with the Secretary
of the Commonwealth. On September 22, 1983, the Trust's name
was changed to "Equity Portfolio: Income" 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. The Declaration of Trust was amended and
restated on August 1, 1986 and delivered in Boston, Massachusetts
on August 14, 1986. On December 18, 1990 a supplement to the
Declaration of Trust was filed with the Secretary of the
Commonwealth. On July 18, 1991, the Trust's name was changed
to "Fidelity Franklin Street Trust" by a vote of the Trustees, and an
amended Declaration of Trust was filed with the Secretary of the
Commonwealth on January 8, 1992. On April 15, 1993, the Trust's
name was changed to Fidelity Advisor Series III by a vote of the
Trustees and an amended Declaration of Trust was filed with the
Secretary of the Commonwealth on May 5, 1993. An amended
Declaration of Trust was filed with the Secretary of the
Commonwealth on December 17, 1993.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the 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 35,521,166 shares of the Trust sold in reliance upon
Rule 24f-2 during the fiscal year ended November 30, 1995.
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 June 30, 1995, under the heading "Description of
the Trust." 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,
/s/ David H. Potel
David H. Potel
Associate General Counsel
John Costello, Assistant Treasurer
December 22, 1995
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