FIDELITY ADVISOR SERIES III
485APOS, 1997-12-19
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-77571) 
  UNDER THE SECURITIES ACT OF 1933 [X]
 Pre-Effective Amendment No.           
 Post-Effective Amendment No. 45            [X]
and
REGISTRATION STATEMENT (No. 811-3466) 
 UNDER THE INVESTMENT COMPANY ACT OF 1940    [X]
 Amendment No. 45   [X]
Fidelity Advisor Series III                        
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109 
(Address Of Principal Executive Offices)  (Zip Code)
Registrant's Telephone Number:  617-570-7000 
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, Massachusetts 02109 
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
 (  ) immediately upon filing pursuant to paragraph (b).
 (  ) on (            ) pursuant to paragraph (b). 
 (  ) 60 days after filing pursuant to paragraph (a)(1).
 (X) on (February 28, 1998) pursuant to paragraph (a)(1) of Rule 485.
 (  ) 75 days after filing pursuant to paragraph (a)(2).
 (  ) on (            ) pursuant to paragraph (a)(2) of Rule 485. 
If appropriate, check the following box:
 (  ) this post-effective amendment designates a new effective date
for a previously filed 
      post-effective amendment.
FIDELITY ADVISOR FUNDS CLASS A, CLASS T, CLASS B, AND CLASS C
PROSPECTUS
 
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2     a      ..............................   Expenses                                              
 
      b,c    ..............................   *                                                     
 
3     a      ..............................   *                                                     
 
      b      ..............................   *                                                     
 
      c      ..............................   Performance                                           
 
      d      ..............................   Performance                                           
 
4     a      i.............................   Charter                                               
 
             ii...........................    Investment Principles and Risks; Fundamental          
                                              Investment Policies and Risks                         
 
      b      ..............................   Investment Principles and Risks                       
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks                                             
 
5     a      ..............................   Charter                                               
 
      b      i.............................   Cover Page; "FMR and its Affiliates"                  
 
             ii...........................    Charter                                               
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   Charter                                               
 
      d      ..............................   Charter; Breakdown of Expenses                        
 
      e      ..............................   Charter; Breakdown of Expenses                        
 
      f      ..............................   Expenses                                              
 
      g      i.............................   "FMR and its Affiliates"                              
 
             ii...........................    *                                                     
 
      5A     ..............................   *                                                     
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares; Investor       
                                              Services; Transaction Details; Exchange               
                                              Restrictions; Sales Charge Reductions and Waivers     
 
             iii..........................    Charter                                               
 
      b      .............................    Charter                                               
 
      c      ..............................   Transaction Details; Exchange Restrictions            
 
      d      ..............................   Who May Want to Invest                                
 
      e      ..............................   Cover Page; How to Buy Shares; How to Sell            
                                              Shares; Investor Services; Exchange Restrictions;     
                                              Sales Charge Reductions and Waivers                   
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
      h      ..............................   Who May Want to Invest                                
 
7     a      ..............................   Cover Page; "FMR and its Affiliates"                  
 
      b      ..............................   How to Buy Shares; Transaction Details                
 
      c      ..............................   Sales Charge Reductions and Waivers                   
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   Breakdown of Expenses; Transaction Details            
 
      f      ..............................   Expenses; Breakdown of Expenses                       
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
 
 
 
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of a fund's most recent financial report and portfolio listing or
a copy of the Statement of Additional Information (SAI) date   d
February 28, 1998. The SAI     has been filed with the Securities and
Exchange Commission (SEC) and is available along with other related
materials on the SEC's Internet Web site (http://www.sec.gov). The SAI
is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact Fidelity
Distributors Corporation (FDC), 82 Devonshire Street, Boston, MA
02109, or your investment professional.
 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR 
OBLIGATIONS OF, OR GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY 
THE FDIC, FEDERAL RESERVE BOARD OR ANY OTHER 
AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, 
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT 
INVESTED.
HIGH YIELD AND STRATEGIC INCOME MAY INVEST SIGNIFICANTLY IN
LOWER-QUALITY DEBT SECURITIES, SOMETIMES CALLED "JUNK BONDS." THESE
SECURITIES CARRY GREATER RISKS, SUCH AS THE RISK OF DEFAULT, THAN
OTHER DEBT SECURITIES.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE 
NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION, NOR 
HAS THE SECURITIES AND EXCHANGE 
COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS. ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.
ACOM-PRO-0298
GROWTH FUNDS:  Classes
Fidelity Advisor TechnoQuant   SM     Growth Fund A,T,B,C Fidelity
Advisor Mid Cap Fund  A,T,B,C Fidelity Advisor Equity Growth Fund
A,T,B,C Fidelity Advisor Growth Opportunities Fund A,T,B,C Fidelity
Advisor Strategic Opportunities Fund A,T,B Fidelity Advisor Large Cap
Fund  A,T,B,C
FIDELITY ADVISOR FUNDS
CLASS A, CLASS T, CLASS B, 
AND CLASS C
GROWTH AND INCOME FUNDS:
Fidelity Advisor Growth & Income Fund A,T,B,C Fidelity Advisor Equity
Income Fund A,T,B,C Fidelity Advisor Balanced Fund   A,T,B,C
TAXABLE INCOME FUNDS:
Fidelity Advisor High Yield Fund  A,T,B,C Fidelity Advisor Strategic
Income Fund A,T,B,C Fidelity Advisor Mortgage Securities Fund A,T,B
Fidelity Advisor Government Investment Fund A,T,B,C Fidelity Advisor
Intermediate Bond Fund A,T,B,C Fidelity Advisor Short Fixed-Income
Fund A,T,C
MUNICIPAL FUNDS:
F   idelity Advisor Municipal Income Fund     
   (formerly Fidelity Advisor High Income Municipal Fund) A,T,B,    C 
Fidelity Advisor Intermediate Municipal 
Income Fund    A,T,B,C 
Fidelity Advisor Short-Intermediate Municipal  A,T
Income Fund
 
 
PROSPECTUS
   FEBRUARY 28, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET,
BOSTON, MA 02109    
   CONTENTS
    
 
 
<TABLE>
<CAPTION>
<S>                                <C>   <C>                                                               
KEY FACTS                                WHO MAY WANT TO INVEST                                            
 
                                         EXPENSES EACH CLASS'S SALES CHARGE (LOAD) AND ITS YEARLY          
                                         OPERATING EXPENSES.                                               
 
                                         FINANCIAL HIGHLIGHTS A SUMMARY OF EACH FUND'S FINANCIAL DATA.     
 
                                         PERFORMANCE HOW EACH FUND HAS DONE OVER TIME.                     
 
THE FUNDS IN DETAIL                      CHARTER HOW EACH FUND IS ORGANIZED.                               
 
                                         INVESTMENT PRINCIPLES AND RISKS EACH FUND'S OVERALL APPROACH      
                                         TO INVESTING.                                                     
 
                                         BREAKDOWN OF EXPENSES HOW OPERATING COSTS ARE CALCULATED          
                                         AND WHAT THEY INCLUDE.                                            
 
YOUR ACCOUNT                             TYPES OF ACCOUNTS DIFFERENT WAYS TO SET UP YOUR ACCOUNT,          
                                         INCLUDING TAX-SHELTERED RETIREMENT PLANS.                         
 
                                         HOW TO BUY SHARES OPENING AN ACCOUNT AND MAKING ADDITIONAL        
                                         INVESTMENTS.                                                      
 
                                         HOW TO SELL SHARES TAKING MONEY OUT AND CLOSING YOUR ACCOUNT.     
 
                                         INVESTOR SERVICES SERVICES TO HELP YOU MANAGE YOUR ACCOUNT.       
 
SHAREHOLDER AND ACCOUNT POLICIES         DIVIDENDS, CAPITAL GAINS, AND TAXES                               
 
                                         TRANSACTION DETAILS SHARE PRICE CALCULATIONS AND THE TIMING OF    
                                         PURCHASES AND REDEMPTIONS.                                        
 
                                         EXCHANGE RESTRICTIONS                                             
 
                                         SALES CHARGE REDUCTIONS AND WAIVERS                               
 
                                         APPENDIX A                                                        
 
                                         APPENDIX B                                                        
 
</TABLE>
 
KEY FACTS
 
 
WHO MAY WANT TO INVEST
Class A, Class T, Class B, and Class C shares are offered to investors
who engage an investment professional for investment advice.
   TechnoQuantSM Growth    , Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income,
Equity Income, Balanced, High Yield, Mortgage Securities, Government
Investment, Intermediate Bond, Short Fixed-Income, Municipal Income,
and Intermediate Municipal Income are diversified funds. 
Strategic Income and Short-Intermediate Municipal Income are
non-diversified funds. Non-diversified funds 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.
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
and Balanced are designed for investors who are willing to ride out
stock market fluctuations in pursuit of potentially high long-term
returns. TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, and Large Cap are designed for
investors who want to be invested in the stock market for its
long-term growth potential. These funds invest for growth and do not
pursue income. Growth & Income, Equity Income, and Balanced are
designed for those investors who seek a combination of growth and
income from equity and some bond investments.
TechnoQuant Growth is designed to provide an alternative to more
traditional styles of investing for growth-oriented investors. The
fund utilizes computer-aided quantitative analysis emphasizing
technical factors, such as historical price and volume relationships.
High Yield and Strategic Income are designed for investors who want
high current income with some potential for capital growth from a
portfolio of debt instruments with a focus on lower-quality debt
securities and income-producing equity securities. These funds may be
appropriate for long-term, aggressive investors who understand the
potential risks and rewards of investing in lower-quality debt
securities, including defaulted securities.
Strategic Income may also be appropriate for investors who want to
pursue their investment goals in markets outside of the United States.
By including international investments in your portfolio, you can
achieve additional diversification and participate in growth
opportunities around the world.
Mortgage Securities is designed for investors who seek high current
income from a portfolio of mortgage-related securities of all types.
Government Investment is designed for investors who seek high current
income from a portfolio of U.S. Government securities in a manner
consistent with preserving principal. 
Intermediate Bond and Short Fixed-Income are designed for investors
who seek high current income from a portfolio of investment-grade debt
securities consistent with capital preservation. 
   Municipal Income,     Intermediate Municipal Income, and
Short-Intermediate Municipal Income are designed for investors in
higher tax brackets who seek high current income that is free from
federal income tax. Intermediate Municipal Income and
Short-Intermediate Municipal Income also invest consistent with
consideration of capital preservation. 
The value of each fund's investments and, as applicable, the income
they generate, will vary from day to day, and generally reflect
changes in market conditions, interest rates and other company,
political, and economic news. In the short term, stock prices can
fluctuate dramatically in response to these factors. The securities of
small, less well-known companies may be more volatile than those of
larger companies. Bond values fluctuate based on changes in interest
rates and the credit quality of the issuer, and may be subject to
prepayment risk, which can limit their price appreciation potential in
periods of declining interest rates. Over time, however, stocks,
although more volatile, have shown greater growth potential than other
types of securities. Investments in foreign securities may involve
risks in addition to those of U.S. investments, including increased
political and economic risk, as well as exposure to currency
fluctuations.
Each fund is not in itself a balanced investment plan. You should
consider your investment objective and tolerance for risk when making
an investment decision. When you sell your fund shares, they may be
worth more or less than what you paid for them.
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
12b-1 fee. Class A and Class T shares may be subject to a contingent
deferred sales charge (CDSC). Class B and Class C shares do not have a
front-end sales charge, but do have a CDSC, and pay a 12b-1 fee.
Institutional Class shares have no sales charge and do not pay a 12b-1
fee, but are available only to certain types of investors. See "Sales
Charge Reductions and Waivers," page__, 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. 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 "Transaction Details," page__, and "Sales Charge Reductions and
Waivers," page__, for sales charge reduction and waiver information.
If you prefer not to pay a front-end sales charge, you should consider
Class B or Class C shares. While Class B and Class C shares are
subject to higher ongoing costs than Class A or Class T shares, in
general because of their higher 12b-1 fees, Class B and Class C shares
are sold with a CDSC instead of a front-end sales charge so your
entire purchase amount is immediately invested. In general, Class B
shares have higher costs than Class C shares over a short holding
period because Class B shares have a higher CDSC that declines over a
maximum of six years, and Class B shares have lower costs than Class C
shares over a longer period because Class B shares convert to Class A
shares after a maximum of seven years. Please note that purchase
amounts of more than $250,000 will not be accepted for Class B shares,
that purchase    amounts of more than $1,000,000 gene    rally will
not be accepted for Class C 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.    See "How to Buy Shares," page __,
for more information on the maximum purchase amount for Class C
shares.     If you sell your Class B shares of the Intermediate-Term
Bond Funds within three years or your Class B shares of the Bond Funds
and the Equity Funds within six years, you will normally pay a CDSC
that varies depending on how long you have held your shares. If you
sell your Class C shares within one year, you will normally pay a
1.00% CDSC. See "Transaction Details," page __, for CDSC schedules and
related information. Class B shares will automatically convert to
Class A shares after a holding period of four years for the
Intermediate-Term Bond Funds and seven years for the Bond Funds and
the Equity Funds. Class C shares do not convert to another class of
shares. See "Transaction Details," page __, for conversion
information.
   The Board of Trustees of Fidelity Advisor Short-Intermediate
Municipal Income Fund has unanimously approved an Agreement and Plan
of Reorganization ("Agreement") between Fidelity Advisor
Short-Intermediate Municipal Income Fund and Fidelity Advisor
Intermediate Municipal Income Fund, a fund of Fidelity Advisor Series
VI.     
   The Agreement provides for the transfer of all of the assets and
the assumption of all of the liabilities of Fidelity Advisor
Short-Intermediate Municipal Income Fund solely in exchange for Class
A, Class T, and Institutional Class shares of Fidelity Advisor
Intermediate Municipal Income Fund equal in value to the relative net
asset value of the outstanding shares of Class A, Class T, and
Institutional Class, respectively, of Fidelity Advisor
Short-Intermediate Municipal Income Fund. Following such exchange,
Fidelity Advisor Short-Intermediate Municipal Income Fund will
distribute such shares pro rata to the corresponding class in
liquidation of Fidelity Advisor Short-Intermediate Municipal Income
Fund as provided in the Agreement (the transactions contemplated by
the Agreement referred to as the "Reorganization").    
   The Reorganization can be consummated only if, among other things,
it is approved by a majority vote of shareholders. A Special Meeting
(the "Meeting") of the Shareholders of Fidelity Advisor
Short-Intermediate Municipal Income Fund will be held on May 4, 1998,
and approval of the Agreement will be voted on at that time. In
connection with the Meeting, Fidelity Advisor Short-Intermediate
Municipal Income Fund will be filing with the Securities and Exchange
Commission and delivering to its shareholders of record a Proxy
Statement describing the Reorganization and a Prospectus for Fidelity
Advisor Intermediate Municipal Income Fund.    
   If the Agreement is approved at the Meeting and certain conditions
required by the Agreement are satisfied, the Reorganization is
expected to become effective on or about May 28, 1998. If shareholder
approval of the Agreement is delayed due to failure to meet a quorum
or otherwise, the Reorganization will become effective, if approved,
as soon as practicable thereafter.    
   In the event Fidelity Advisor Short-Intermediate Municipal Income
Fund shareholders fail to approve the Agreement, Fidelity Advisor
Short-Intermediate Municipal Income Fund will continue to engage in
business as a registered investment company and the Board of Trustees
will consider other proposals for the reorganization or liquidation of
the Fund.    
   Effective January 1, 1998 Fidelity Advisor Short-Intermediate
Municipal Income Fund was closed to new accounts pending the
reorganization.    
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell shares of a fund. In addition, you may be charged an annual
account maintenance fee if your account balance falls below $2,500.
Lower front-end sales charges may be available with purchases of
$50,000 or more. See "Transaction Details," page__, for an explanation
of how and when these charges apply.
A CDSC is imposed on Class B shares only if you redeem Class B shares
within three years of purchase for the Intermediate-Term Bond Funds,
or within six years of purchase for the Bond Funds and the Equity
Funds. A CDSC is imposed on Class C shares only if you redeem Class C
shares within one year of purchase. See "Transaction Details," page__,
for information about the CDSC.
 
 
 
<TABLE>
<CAPTION>
<S>                                                             <C>       <C>   <C>       <C>   <C>        <C>   <C>        
                                                                CLASS A         CLASS T         CLASS B          CLASS C    
                                                                                                                     
 
MAXIMUM SALES CHARGE (AS A % OF OFFERING PRICE) ON PURCHASES 
OF: TECHNOQUANT GROWTH, MID CAP, EQUITY GROWTH, GROWTH 
OPPORTUNITIES, STRATEGIC                                        5.75%           3.50%           NONE             NONE       
OPPORTUNITIES*, LARGE CAP, GROWTH & INCOME, EQUITY INCOME, AND 
BALANCED (THE EQUITY FUNDS)                                                                                          
 
MAXIMUM SALES CHARGE (AS A % OF OFFERING PRICE) ON 
PURCHASES OF: HIGH YIELD, STRATEGIC INCOME, MORTGAGE 
SECURITIES*, GOVERNMENT INVESTMENT, AND                         4.75%           3.50%           NONE             NONE       
MUNICIPAL INCOME (THE BOND FUNDS)                                                       
 
MAXIMUM SALES CHARGE (AS A % OF OFFERING PRICE) ON PURCHASES 
OF: INTERMEDIATE BOND AND INTERMEDIATE MUNICIPAL INCOME (THE 
INTERMEDIATE-TERM BOND                                          3.75%           2.75%           NONE             NONE       
FUNDS)                                                                                                                
 
MAXIMUM SALES CHARGE (AS A % OF OFFERING PRICE) ON PURCHASES 
OF: SHORT FIXED-INCOME AND SHORT-INTERMEDIATE MUNICIPAL 
INCOME* (THE SHORT-TERM BOND                                    1.50%           1.50%           **               NONE       
FUNDS)                                                                                  
 
MAXIMUM CDSC FOR ALL EQUITY AND BOND FUNDS (AS A % OF THE 
LESSER OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS)       NONE[A]         NONE[A]         5.00%[B]         1.00%[D]   
 
MAXIMUM CDSC FOR THE INTERMEDIATE-TERM BOND FUNDS (AS A % OF 
THE LESSER OF ORIGINAL PURCHASE PRICE OR REDEMPTION PROCEEDS)   NONE[A]         NONE[A]         3.00%[C]         1.00%[D]   
 
MAXIMUM CDSC FOR SHORT FIXED-INCOME AND SHORT-INTERMEDIATE 
MUNICIPAL INCOME* (AS A % OF THE LESSER OF ORIGINAL PURCHASE 
PRICE OR REDEMPTION PROCEEDS)                                   NONE[A]         NONE[A]         **               1.00%[D]   
 
SALES CHARGE ON REINVESTED DISTRIBUTIONS                        NONE            NONE            NONE             NONE       
 
ANNUAL ACCOUNT MAINTENANCE FEE                                  $12.00          $12.00          $12.00           $12.00     
(FOR ACCOUNTS UNDER $2,500)                                                                                        
 
</TABLE>
 
*  FUND DOES NOT OFFER CLASS C SHARES.
** FUNDS DO NOT OFFER CLASS B SHARES.
[A] A CDSC OF 0.25% IS ASSESSED ON CERTAIN REDEMPTIONS OF CLASS A AND
CLASS T SHARES ON WHICH A FINDER'S FEE WAS PAID. SEE "TRANSACTION
DETAILS," PAGE__.
[B] DECLINES OVER 6 YEARS FROM 5.00% TO 0%.
[C] DECLINES OVER 3 YEARS FROM 3.00% TO 0%.
[D] ON CLASS C SHARES REDEEMED WITHIN 1 YEAR OF PURCHASE.
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to Fidelity Management & Research Company
(FMR) that, for Growth Opportunities and Strategic Opportunities,
varies based on performance. Each fund also incurs other expenses for
services such as maintaining shareholder records and furnishing
shareholder statements and financial reports.
12b-1 fees for Class A, Class T, Class B, and Class C include a
distribution fee and, for Class B and Class C, a shareholder service
fee. Distribution fees are paid by each class of each fund to FDC for
services and expenses in connection with the distribution of the
applicable class's shares. Shareholder service fees are paid by Class
B and Class C of the funds to FDC for services and expenses in
connection with providing personal service to and/or maintenance of
Class B and Class C shareholder accounts. Long-term shareholders may
pay more than the economic equivalent of the maximum sales charges
permitted by the National Association of Securities Dealers, Inc., due
to 12b-1 fees.
Each class's expenses are factored into its share price or dividends
and are not charged directly to shareholder accounts (see "Breakdown
of Expenses" on page__).
The following figures are based on estimated or historical expenses,
adjusted to reflect current fees, of each class of each fund and are
calculated as a percentage of average net assets of the applicable
class of each fund. 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>                                                              <C>       <C>       <C>       <C>       
 EQUITY FUNDS                                                                                                           
 
                 OPERATING EXPENSES                                               CLASS A   CLASS T   CLASS B   CLASS C   
 
TECHNOQUANT      MANAGEMENT FEE                                                   %         %         %         %         
GROWTH                                                                                                                  
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                 AND CLASS C SHARES)                                              %         %         %         %         
 
                 OTHER EXPENSES                                                   %         %         %         %         
 
                 TOTAL OPERATING EXPENSES                                         %         %         %         %         
 
MID CAP          MANAGEMENT FEE                                                   %         %         %         %         
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS 
                 B AND CLASS C SHARES)                                            %         %         %         %         
 
                 OTHER EXPENSES                                                   %         %         %         %         
 
                 TOTAL OPERATING EXPENSES                                         %         %         %         %         
 
EQUITY           MANAGEMENT FEE                                                   %         %         %         %         
GROWTH                                                                                                                     
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS 
                 B AND CLASS C SHARES)                                            %         %         %         %         
 
                 OTHER EXPENSES                                                   %         %         %         %         
 
                 TOTAL OPERATING EXPENSES                                         %         %         %         %         
 
GROWTH           MANAGEMENT FEE                                                   %         %         %         %         
OPPORTUNITIES                                                                                                          
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                 AND CLASS C SHARES)                                              %         %         %         %         
 
                 OTHER EXPENSES                                                   %         %         %         %         
 
                 TOTAL OPERATING EXPENSES                                         %         %         %         %         
 
STRATEGIC        MANAGEMENT FEE                                                   %         %         %         *         
OPPORTUNITIES                                                                                                           
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                 SHARES)                                                          %         %         %         *         
 
                 OTHER EXPENSES                                                   %         %         %         *         
 
                 TOTAL OPERATING EXPENSES                                         %         %         %         *         
 
LARGE CAP        MANAGEMENT FEE                                                   %         %         %         %         
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                 AND CLASS C SHARES)                                              %         %         %         %         
 
                 OTHER EXPENSES                                                   %         %         %         %         
 
                 TOTAL OPERATING EXPENSES                                         %         %         %         %         
 
GROWTH &         MANAGEMENT FEE                                                   %        %         %         %         
INCOME                                                                                                                  
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                 SHARES)                                                          %         %         %         %         
 
                 OTHER EXPENSES                                                   %         %         %         %         
 
                 TOTAL OPERATING EXPENSES                                         %         %         %         %         
 
EQUITY           MANAGEMENT FEE                                                   %         %         %         %         
INCOME                                                                                                                  
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                 AND CLASS C SHARES)                                              %         %         %         %         
 
                 OTHER EXPENSES                                                    %         %         %         %         
 
                 TOTAL OPERATING EXPENSES                                          %         %         %         %         
 
BALANCED         MANAGEMENT FEE                                                    %         %         %         %         
 
                 12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                 AND CLASS C SHARES)                                               %         %         %         %         
 
                 OTHER EXPENSES                                                    %         %         %         %         
 
                 TOTAL OPERATING EXPENSES                                          %         %         %         %         
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS C SHARES.
 
 
TAXABLE INCOME FUNDS         
 
 
 
 
<TABLE>
<CAPTION>
<S>             <C>                                                                 <C>       <C>       <C>       <C>       
                OPERATING EXPENSES                                                  CLASS A   CLASS T   CLASS B   CLASS C   
 
HIGH YIELD      MANAGEMENT FEE                                                     %         %         %         %         
 
                12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B AND 
                CLASS C SHARES)                                                    %         %         %         %         
 
                OTHER EXPENSES                                                     %         %         %         %         
 
                TOTAL OPERATING EXPENSES                                           %         %         %         %         
 
STRATEGIC       MANAGEMENT FEE                                                     %         %         %         %         
INCOME                                                                                                                  
 
                12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B AND 
                CLASS C SHARES)                                                    %         %         %         %         
 
                OTHER EXPENSES                                                     %         %         %         %         
 
                TOTAL OPERATING EXPENSES                                           %         %         %         %         
 
MORTGAGE        MANAGEMENT FEE                                                     %         %         %         *         
SECURITIES                                                                                                                 
 
                12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                SHARES)                                                            %         %         %         *         
 
                OTHER EXPENSES                                                     %         %         %         *         
 
                TOTAL OPERATING EXPENSES                                           %         %         %         *         
 
GOVERNMENT      MANAGEMENT FEE                                                     %         %         %         %         
INVESTMENT                                                                                                              
 
                12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B 
                AND CLASS C SHARES)                                                %         %         %         %         
 
                OTHER EXPENSES                                                     %         %         %         %         
 
                TOTAL OPERATING EXPENSES                                           %         %         %         %         
 
INTERMEDIATE    MANAGEMENT FEE                                                     %         %         %         %         
BOND                                                                                                                   
 
                12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B AND 
                CLASS C SHARES)                                                    %         %         %         %         
 
                OTHER EXPENSES                                                     %         %         %         %         
 
                TOTAL OPERATING EXPENSES                                           %         %         %         %         
 
SHORT           MANAGEMENT FEE                                                     %         %         **        %         
FIXED-INCOME                                                                                                          
 
                12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS C 
                SHARES)                                                            %         %         **        %         
 
                OTHER EXPENSES                                                     %         %         **        %         
 
                TOTAL OPERATING EXPENSES                                           %         %         **        %         
 
</TABLE>
 
*  FUND DOES NOT OFFER CLASS C SHARES.
** FUND DOES NOT OFFER CLASS B SHARES.
 
 
 
MUNICIPAL FUNDS                           
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>                                                                    <C>       <C>       <C>       <C>       
             OPERATING EXPENSES                                                     CLASS A   CLASS T   CLASS B   CLASS C   
 
MUNICIPAL    MANAGEMENT FEE                                                         %         %         %         %         
INCOME                                                                                                                
 
             12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B AND 
             CLASS C SHARES)                                                        %         %         %         %         
 
             OTHER EXPENSES                                                         %         %         %         %         
 
             TOTAL OPERATING EXPENSES                                               %         %         %         %         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>             <C>                                                                               <C>   <C>   <C>   <C>   
INTERMEDIATE    MANAGEMENT FEE                                                                       %   %   %    %   
MUNICIPAL                                                                                                             
INCOME                                                                                                                
 
                12B-1 FEE (INCLUDING 0.25% SHAREHOLDER SERVICE FEE FOR CLASS B AND CLASS C SHARES)   %   %   %    %   
 
                OTHER EXPENSES                                                                       %   %   %    %   
 
                TOTAL OPERATING EXPENSES                                                             %   %   %    %   
 
SHORT-          MANAGEMENT FEE                                                                       %   %   **   *   
INTERMEDIATE                                                                                                          
MUNICIPAL                                                                                                             
INCOME                                                                                                                
 
                12B-1 FEE (DISTRIBUTION FEE)                                                         %   %   **   *   
 
                OTHER EXPENSES                                                                       %   %   **   *   
 
                TOTAL OPERATING EXPENSES                                                             %   %   **   *   
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS C SHARES.
** FUND DOES NOT OFFER CLASS B SHARES.
 
A portion of the brokerage commissions that certain of the funds pay
is used to reduce fund expenses. In addition, certain funds have
entered into arrangements with their 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 operating expenses presented in the preceding
tables for the applicable class would have been:
                                      CLASS A   CLASS T   CLASS B   CLASS C   
 
TECHNOQUANT                           %            %      %            %      
 
MID CAP                               %            %      %           %       
 
EQUITY GROWTH                         %         %             %     %         
 
STRATEGIC OPPORTUNITIES                    %        %         %         *     
 
                                      CLASS A   CLASS T   CLASS B   CLASS C   
 
LARGE CAP                             %            %      %            %      
 
GOWTH & INCOME                        %            %      %            %      
 
EQUITY INCOME                         %            %      %            %      
 
BALANCED                              %         %         %         %         
 
HIGH YIELD                            %         %         %         %         
 
STRATEGIC INCOME                      %            %      %            %      
 
MORTGAGE SECURITIES                   %         %         %         *         
 
GOVERNMENT INVESTMENT                 %         %         %         %         
 
INTERMEDIATE BOND                     %         %         %         %         
 
SHORT-FIXED INCOME                    %         %         **        %         
 
MUNICIPAL INCOME                      %         %         %         %         
 
INTERMEDIATE MUNICIPAL INCOME         %         %         %         %         
 
SHORT-INTERMEDIATE MUNICIPAL INCOME   %         %         **        *         
 
* FUND DOES NOT OFFER CLASS C SHARES.
* FUND DOES NOT OFFER CLASS B SHARES.
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.
EQUITY FUNDS                           
 
 
<TABLE>
<CAPTION>
<S>                       <C>               <C>        <C>       <C>          <C>       <C>             <C>       
                          EXAMPLES                                                                                
 
                          FULL REDEMPTION                                               NO REDEMPTION             
 
                                             CLASS A   CLASS T   CLASS B      CLASS C   CLASS B         CLASS C   
 
TECHNOQUANT GROWTH        1 YEAR            $          $         $[A]         $[A]      $               $         
 
                          3 YEARS           $          $         $[A]         $         $               $         
 
                          5 YEARS           $          $         $[A]         $         $               $         
 
                          10 YEARS[B]       $          $         $            $         $               $         
 
MID CAP                   1 YEAR            $          $         $[A]         $[A]      $               $         
 
                          3 YEARS           $          $         $[A]         $         $               $         
 
                          5 YEARS           $          $         $[A]         $         $               $         
 
                          10 YEARS[B]       $          $         $            $         $               $         
 
EQUITY GROWTH             1 YEAR            $          $         $[A]         $[A]      $               $         
 
                          3 YEARS           $          $         $[A]         $         $               $         
 
                          5 YEARS           $          $         $[A]         $         $               $         
 
                          10 YEARS[B]       $          $         $            $         $               $         
 
GROWTH OPPORTUNITIES      1 YEAR            $          $         $[A]         $[A]      $               $         
 
                          3 YEARS           $          $         $[A]         $         $               $         
 
                          5 YEARS           $          $         $[A]         $         $               $         
 
                          10 YEARS[B]       $          $         $            $         $               $         
 
STRATEGIC OPPORTUNITIES   1 YEAR            $          $         $[A]         *         $               *         
 
                          3 YEARS           $          $         $[A]         *         $               *         
 
                          5 YEARS           $          $         $[A]         *         $               *         
 
                          10 YEARS[B]       $          $         $            *         $               *         
 
LARGE CAP                 1 YEAR            $          $         $[A]         $[A]      $               $         
 
                          3 YEARS           $          $         $[A]         $         $               $         
 
                          5 YEARS           $          $         $[A]         $         $               $         
 
                          10 YEARS[B]       $          $         $            $         $               $         
 
GROWTH & INCOME           1 YEAR            $          $         $[A]         $[A]      $               $         
 
                          3 YEARS           $          $         $[A]         $         $               $         
 
                          5 YEARS           $          $         $[A]         $         $               $         
 
                          10 YEARS[B]       $          $         $            $         $               $         
 
EQUITY INCOME             1 YEAR            $          $         $[A]         $[A]      $               $         
 
                          3 YEARS           $          $         $[A]         $         $               $         
 
                          5 YEARS           $          $         $[A]         $         $               $         
 
                          10 YEARS[B]       $          $         $            $         $               $         
 
BALANCED                  1 YEAR            $          $         $[A]         $[A]      $               $         
 
                          3 YEARS           $          $         $[A]         $         $               $         
 
                          5 YEARS           $          $         $[A]         $         $               $         
 
                          10 YEARS[B]       $          $         $            $         $               $         
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS C SHARES.
[A] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER
SEVEN YEARS.
[B] REFLECTS DEDUCTION OF APPLICABLE CDSC.
 
 
TAXABLE INCOME FUNDS                           
 
 
<TABLE>
<CAPTION>
<S>                     <C>               <C>       <C>       <C>       <C>       <C>             <C>       
                        EXAMPLES                                                                            
 
                        FULL REDEMPTION                                           NO REDEMPTION             
 
                                          CLASS A   CLASS T   CLASS B   CLASS C   CLASS B         CLASS C   
 
HIGH YIELD              1 YEAR            $         $         $[A]      $[A]      $               $         
 
                        3 YEARS           $         $         $[A]      $         $               $         
 
                        5 YEARS           $         $         $[A]      $         $               $         
 
                        10 YEARS[B]       $         $         $         $         $               $         
 
STRATEGIC INCOME        1 YEAR            $         $         $[A]      $[A]      $               $         
 
                        3 YEARS           $         $         $[A]      $         $               $         
 
                        5 YEARS           $         $         $[A]      $         $               $         
 
                        10 YEARS[B]       $         $         $         $         $               $         
 
MORTGAGE SECURITIES     1 YEAR            $         $         $[A]      *         $               *         
 
                        3 YEARS           $         $         $[A]      *         $               *         
 
                        5 YEARS           $         $         $[A]      *         $               *         
 
                        10 YEARS[B]       $         $         $         *         $               *         
 
GOVERNMENT INVESTMENT   1 YEAR            $         $         $[A]      $[A]      $               $         
 
                        3 YEARS           $         $         $[A]      $         $               $         
 
                        5 YEARS           $         $         $[A]      $         $               $         
 
                        10 YEARS[B]       $         $         $         $         $               $         
 
INTERMEDIATE BOND       1 YEAR            $         $         $[A]      $[A]      $               $         
 
                        3 YEARS           $         $         $[A]      $         $               $         
 
                        5 YEARS[C]        $         $         $         $         $               $         
 
                        10 YEARS[C]       $         $         $         $         $               $         
 
SHORT FIXED-INCOME      1 YEAR            $         $         **        $[A]      **              $         
 
                        3 YEARS           $         $         **        $         **              $         
 
                        5 YEARS           $         $         **        $         **              $         
 
                        10 YEARS          $         $         **        $         **              $         
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS C SHARES.
** FUND DOES NOT OFFER CLASS B SHARES.
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER
SEVEN YEARS.
[C] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER FOUR
YEARS.
MUNICIPAL FUNDS                           
 
 
<TABLE>
<CAPTION>
<S>                             <C>           <C>               <C>       <C>       <C>       <C>             <C>       
                                EXAMPLES                                                                                
 
                                              FULL REDEMPTION                                 NO REDEMPTION             
 
                                              CLASS A           CLASS T   CLASS B   CLASS C   CLASS B         CLASS C   
 
MUNICIPAL INCOME                1 YEAR        $                 $         $[A]      $[A]      $               $         
 
                                3 YEARS       $                 $         $[A]      $         $               $         
 
                                5 YEARS       $                 $         $[A]      $         $               $         
 
                                10 YEARS[B]   $                 $         $         $         $               $         
 
INTERMEDIATE MUNICIPAL INCOME   1 YEAR        $                 $         $[A]      $[A]      $               $         
 
                                3 YEARS       $                 $         $[A]      $         $               $         
 
                                5 YEARS[C]    $                 $         $         $         $               $         
 
                                10 YEARS[C]   $                 $         $         $         $               $         
 
</TABLE>
 
SHORT-INTERMEDIATE MUNICIPAL INCOME   1 YEAR     $   $   **   *   **   *   
 
                                      3 YEARS    $   $   **   *   **   *   
 
                                      5 YEARS    $   $   **   *   **   *   
 
                                      10 YEARS   $   $   **   *   **   *   
 
 
* FUND DOES NOT OFFER CLASS C SHARES.
** FUND DOES NOT OFFER CLASS B SHARES.
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER
SEVEN YEARS.
[C] REFELCTS CONVERSION OF CLASS B SHARES TO CLASS A SHARES AFTER FOUR
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.
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, as a
percentage of their respective average net assets, exceed the
following rates: 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>       <C>          <C>       <C>          <C>       <C>              <C>   <C>       <C>              
             CLASS A   EFFECTIVE    CLASS T   EFFECTIVE    CLASS B   EFFECTIVE DATE         CLASS C   EFFECTIVE DATE
                       DATE                   DATE
 
TECHNOQUANT 
GROWTH       1.75%    12/31/96      2.00%    12/31/96      2.50%    12/31/96                2.50%    11/1/97          
 
MID CAP      1.75%    8/30/96       2.00%    2/20/96       2.50%    2/20/96                 2.50%    11/1/97          
 
EQUITY 
GROWTH       1.20%    11/1/97       1.45%    11/1/97       1.95%    11/1/97                 1.95%    11/1/97          
 
GROWTH 
OPPORTUNITIES 1.10%   11/1/97       1.35%    11/1/97       1.85%    11/1/97                 1.85%    11/1/97          
 
STRATEGIC 
OPPORTUNITIES 1.75%    3/1/97       2.00%    3/1/97        2.50%    3/1/97                 *         *                
 
LARGE CAP    1.75%    8/30/96       2.00%    2/20/96       2.50%    2/20/96                 2.50%    11/1/97          
 
GROWTH & 
INCOME       1.50%    12/31/96      1.75%    12/31/96      2.25%    12/31/96                2.25%    11/1/97          
 
EQUITY 
INCOME       1.10%    11/1/97       1.35%    11/1/97       1.85%    11/1/97                 1.85%    11/1/97          
 
BALANCED     1.05%    11/1/97       1.30%    11/1/97       1.80%    11/1/97                 1.80%    11/1/97          
 
HIGH YIELD   1.25%    8/30/96       1.35%    7/1/95        2.00%    1/1/96                  2.10%    11/1/97          
 
STRATEGIC 
INCOME       1.25%    8/30/96       1.35%    10/31/94      2.00%    1/1/96                  2.10%    11/1/97          
 
MORTGAGE 
SECURITIES   0.90%    3/1/97        1.00%    3/1/97        1.65%    3/1/97                 *         *                
 
GOVERNMENT 
INVESTMENT   0.90%    8/30/96       1.00%    7/1/95        1.65%    1/1/96                  1.75%    11/1/97          
 
INTERMEDIATE 
BOND         0.90%    8/30/96       1.00%    7/1/95        1.65%    1/1/96                  1.75%    11/1/97          
 
SHORT FIXED-
INCOME       0.90%    8/30/96       0.90%    8/30/96       **        **                      1.75%    11/1/97          
 
MUNICIPAL 
INCOME       0.90%    8/30/96       1.00%    7/1/95        1.65%    1/1/96                  1.75%    11/1/97          
 
INTERMEDIATE 
MUNICIPAL 
INCOME       0.90%    8/30/96       1.00%    7/1/95        1.65%     1/1/96                  1.75%    11/1/97          
 
SHORT-INTERMEDIATE 
MUNICIPAL 
INCOME       0.90%    8/30/96       0.90%    7/1/95        **      **                       *       *                
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS C SHARES.
** FUND DOES NOT OFFER CLASS B SHARES.
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:
      OTHER EXPENSES                     TOTAL OPERATING EXPENSES               
 
 
<TABLE>
<CAPTION>
<S>                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       
                                      CLASS A   CLASS T   CLASS B   CLASS C   CLASS A   CLASS T   CLASS B   CLASS C   
 
TECHNOQUANT GROWTH                                                                                                    
 
MID CAP                                                                                                               
 
EQUITY  GROWTH                                                                                                        
 
GROWTH OPPORTUNITIES                                                                                                  
 
   STRATEGIC OPPORTUNITIES                                          *                                       *         
 
LARGE CAP                                                                                                             
 
GROWTH & INCOME                                                                                                       
 
EQUITY INCOME                                                                                                         
 
BALANCED                                                                                                              
 
STRATEGIC INCOME                                                                                                      
 
MORTGAGE SECURITIES                                                 *                                       *         
 
GOVERNMENT INVESTMENT                                                                                                 
 
INTERMEDIATE BOND                                                                                                     
 
SHORT FIXED-INCOME                                        **                                      **                  
 
MUNICIPAL INCOME                                                                                                      
 
INTERMDIATE MUNICIPAL INCOME                                                                                          
 
SHORT-INTERMEDIATE MUNICIPAL INCOME                       **        *                             **        *         
 
</TABLE>
 
*     FUND DOES NOT OFFER CLASS C SHARES.
**  FUND DOES NOT OFFER CLASS B SHARES.
 
Expenses eligible for reimbursement do not include interest, taxes,
brokerage commissions, and extraordinary expenses.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow contain annual information
which has been audited by _____ or _____ (TechnoQuant Growth, Growth &
Income and Mortgage Securities only) independent accountants. The
funds' financial highlights, financial statements, and reports of the
auditors are included in each fund's Annual Report, and are
incorporated by reference into (are legally a part of) the funds' SAI.
Contact FDC or your investment professional for a free copy of an
Annual Report or the SAI.    Class C of each fund (except Strategic
Opportunities, Mortgage Securities, and Short-Intermediate Municipal
Income) commenced operations on November 3, 1997.      
FINANCIAL HIGHLIGHTS TABLES TO BE INSERTED
KEY FACTS
 
 
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN and/or
YIELD.
For Balanced, High Yield, Mortgage Securities, Government Investment,
Short Fixed-Income, and Municipal Income, the fiscal year runs from
November 1 to October 31. For TechnoQuant Growth, Mid Cap, Equity
Growth, Growth Opportunities, Strategic Opportunities, Large Cap,
Growth & Income, Equity Income, Intermediate Bond, Intermediate
Municipal Income, and Short-Intermediate Municipal Income, the fiscal
year runs from December 1 to November 30. For    Strategic Income the
fiscal year end runs from January 1 to December 31.     The tables
below show the performance of each class of each fund over past fiscal
years. The charts in Appendix B, beginning on page__, present calendar
year performance for each class compared to different measures,
including a competitive funds average.
 
EQUITY FUNDS - CLASS A               
 
      AVERAGE ANNUAL TOTAL RETURN [F]   CUMULATIVE TOTAL RETURN [F]    
 
 
<TABLE>
<CAPTION>
<S>   <C>           <C>            <C>             <C>           <C>            <C>             
      PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                   LIFE OF FUND+                                LIFE OF FUND+   
 

 
TECHNOQUANT GROWTH - CLASS A [C]                                       
 
TECHNOQUANT GROWTH - CLASS A                                                      
(LOAD ADJ.) [A] [C]                                                               
 
MID CAP - CLASS A [C]                                                             
 
MID CAP - CLASS A (LOAD ADJ.) [A] [C]                                             
 
EQUITY GROWTH - CLASS A [C]                                                       
 
EQUITY GROWTH - CLASS A (LOAD ADJ.) [A] [C]                                       
 
GROWTH OPPORTUNITIES - CLASS A [C]                                                
 
GROWTH OPPORTUNITIES - CLASS A                                                    
(LOAD ADJ.) [A] [C]                                                               
 
STRATEGIC OPPORTUNITIES - CLASS A [C]                                             
 
STRATEGIC OPPORTUNITIES - CLASS A                                                 
(LOAD ADJ.) [A] [C]                                                               
 
LARGE CAP - CLASS A [C]                                                           
 
LARGE CAP - CLASS A (LOAD ADJ.) [A] [C]                                           
 
GROWTH & INCOME - CLASS A [C]                                                     
 
GROWTH & INCOME - CLASS A (LOAD ADJ.)                                             
[A] [C]                                                                           
 
EQUITY INCOME - CLASS A [C]                                                       
 
EQUITY INCOME - CLASS A (LOAD ADJ.) [A] [C]                                       
 
BALANCED - CLASS A [B]                                                            
 
BALANCED - CLASS A (LOAD ADJ.) [A] [B]                                            
 
 
TAXABLE BOND FUNDS - CLASS A                           
 
      AVERAGE ANNUAL TOTAL RETURN [F]    CUMULATIVE TOTAL RETURN [F]    
 
</TABLE>
 
<TABLE>
<CAPTION>
<S>                                        <C>           <C>            <C>             <C>           <C>            <C>    
        
                                           PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10
YEARS/       
                                                                        LIFE OF FUND+                                LIFE OF
FUND+   
 
HIGH YIELD - CLASS A [B]                                                                                                    
        
 
HIGH YIELD - CLASS A (LOAD ADJ.) [A] [B]                                                                                    
        
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>   <C>   <C>   <C>   <C>   <C>   
STRATEGIC INCOME - CLASS A [D]                                                       
 
STRATEGIC INCOME - CLASS A (LOAD ADJ.) [A] [D]                                       
 
MORTGAGE SECURITIES - CLASS A [B]                                                    
 
MORTGAGE SECURITIES - CLASS A                                                        
(LOAD ADJ.) [A] [B]                                                                  
 
GOVERNMENT INVESTMENT - CLASS A[B]                                                   
 
GOVERNMENT INVESTMENT - CLASS A                                                      
(LOAD ADJ.) [A] [B]                                                                  
 
INTERMEDIATE BOND - CLASS A [C]                                                      
 
INTERMEDIATE BOND - CLASS A                                                          
(LOAD ADJ.) [A] [C]                                                                  
 
SHORT FIXED-INCOME - CLASS A [B]                                                     
 
SHORT FIXED-INCOME - CLASS A                                                         
(LOAD ADJ.) [A] [B]                                                                  
 
</TABLE>
 
MUNICIPAL FUNDS - CLASS A                           
 
      AVERAGE ANNUAL TOTAL RETURN [F]    CUMULATIVE TOTAL RETURN [F]    
 
 
 
 
<TABLE>
<CAPTION>
<S>                               <C>           <C>            <C>             <C>           <C>            <C>             
                                  PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                               LIFE OF FUND+                                LIFE OF FUND+   
 
MUNICIPAL INCOME- CLASS A [B]                                                                                              
 
MUNICIPAL INCOME- CLASS A                                                                                                  
(LOAD ADJ.) [A] [B]                                                                                                        
 
INTERMEDIATE MUNICIPAL INCOME - CLASS A [C]                                                                                
 
INTERMEDIATE MUNICIPAL INCOME - CLASS A                                                                                    
(LOAD ADJ.) [A] [C]                                                                                                         
 
SHORT-INTERMEDIATE MUNICIPAL INCOME -                                                                                      
CLASS A [C]                                                                                                                
 
SHORT-INTERMEDIATE MUNICIPAL INCOME -                                                                                      
CLASS A (LOAD ADJ.) [A] [C]                                                                                                
 
</TABLE>
 
 
EQUITY FUNDS - CLASS T                           
 
      AVERAGE ANNUAL TOTAL RETURN  [F]   CUMULATIVE TOTAL RETURN [F]   
 
 
<TABLE>
<CAPTION>
<S>   <C>           <C>            <C>             <C>           <C>            <C>             
      PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                   LIFE OF FUND+                                LIFE OF FUND+   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                             <C>   <C>   <C>   <C>   <C>   <C>   
TECHNOQUANT GROWTH - CLASS T [C]                                                    
 
TECHNOQUANT GROWTH - CLASS T                                                        
(LOAD ADJ.)  [A] [C]                                                                
 
MID CAP - CLASS T[C]                                                                
 
MID CAP - CLASS T (LOAD ADJ.) [A] [C]                                               
 
EQUITY GROWTH - CLASS T [C]                                                         
 
EQUITY GROWTH - CLASS T (LOAD ADJ.) [A] [C]                                         
 
GROWTH OPPORTUNITIES - CLASS T [C]                                                  
 
GROWTH OPPORTUNITIES - CLASS T                                                      
(LOAD ADJ.) [A] [C]                                                                 
 
STRATEGIC OPPORTUNITIES - CLASS T [C]                                               
 
STRATEGIC OPPORTUNITIES - CLASS T                                                   
(LOAD ADJ.) [A] [C]                                                                 
 
LARGE CAP - CLASS T [C]                                                             
 
LARGE CAP - CLASS T (LOAD ADJ.) [A] [C]                                             
 
GROWTH & INCOME - CLASS T [C]                                                       
 
GROWTH & INCOME - CLASS T (LOAD ADJ.) [A] [C]                                       
 
EQUITY INCOME - CLASS T [C]                                                         
 
EQUITY INCOME - CLASS T (LOAD ADJ.) [A] [C]                                         
 
BALANCED - CLASS T [B]                                                              
 
BALANCED - CLASS T (LOAD ADJ.) [A] [B]                                              
 
</TABLE>
 
TAXABLE BOND FUNDS - CLASS T                           
 
      AVERAGE ANNUAL TOTAL RETURN  [F]   CUMULATIVE TOTAL RETURN [F]   
 
 
<TABLE>
<CAPTION>
<S>                                        <C>           <C>            <C>             <C>           <C>            <C>    
        
                                           PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10
YEARS/       
                                                                        LIFE OF FUND+                                LIFE OF
FUND+   
 
HIGH YIELD - CLASS T [B]                                                                                                    
        
 
HIGH YIELD - CLASS T (LOAD ADJ.) [A] [B]                                                                                    
        
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>   <C>   <C>   <C>   <C>   <C>   
STRATEGIC INCOME - CLASS T [D]                                                       
 
STRATEGIC INCOME - CLASS T (LOAD ADJ.) [A] [D]                                       
 
</TABLE>
 
MORTGAGE SECURITIES - CLASS T [B]                                        
 
MORTGAGE SECURITIES - CLASS T                                            
(LOAD ADJ.) [A] [B]                                                      
 
GOVERNMENT INVESTMENT - CLASS T [B]                                        
 
GOVERNMENT INVESTMENT - CLASS T                                            
(LOAD ADJ.) [A] [B]                                                        
 
INTERMEDIATE BOND - CLASS T [C]                                            
 
INTERMEDIATE BOND - CLASS T                                                
(LOAD ADJ.) [A] [C]                                                        
 
SHORT FIXED-INCOME - CLASS T [B]                                           
 
SHORT FIXED-INCOME - CLASS T                                               
(LOAD ADJ.) [A] [B]                                                        
 
MUNICIPAL FUNDS - CLASS T                           
 
      AVERAGE ANNUAL TOTAL RETURN  [F]   CUMULATIVE TOTAL RETURN  [F]   
 
 
 
 
<TABLE>
<CAPTION>
<S>                              <C>           <C>            <C>             <C>           <C>            <C>             
                                 PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                              LIFE OF FUND+                                LIFE OF FUND+   
 
MUNICIPAL INCOME- CLASS T [B]                                                                                             
 
MUNICIPAL INCOME- CLASS T                                                                                                   
(LOAD ADJ.) [A] [B]                                                                                                        
 
INTERMEDIATE MUNICIPAL INCOME - CLASS T [C]                                                                                
 
INTERMEDIATE MUNICIPAL INCOME - CLASS T                                                                                    
(LOAD ADJ.) [A] [C]                                                                                                        
 
SHORT-INTERMEDIATE MUNICIPAL INCOME -                                                                                      
CLASS T [C]                                                                                                                
 
SHORT-INTERMEDIATE MUNICIPAL INCOME -                                                                                      
CLASS T (LOAD ADJ.) [A] [C]                                                                                                 
 
</TABLE>
 
EQUITY FUNDS - CLASS B               
 
      AVERAGE ANNUAL TOTAL RETURN [F]   CUMULATIVE TOTAL RETURN  [F]   
 
 
 
 
<TABLE>
<CAPTION>
<S>                              <C>           <C>            <C>             <C>           <C>            <C>             
                                  PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                               LIFE OF FUND+                                LIFE OF FUND+   
 
TECHNOQUANT GROWTH - CLASS B [C]                                                                                         
 
TECHNOQUANT GROWTH - CLASS B                                                                                            
(LOAD ADJ.) [A] [C]                                                                                                     
 
MID CAP - CLASS B  [C]                                                                                                  
 
MID CAP - CLASS B (LOAD ADJ.) [A] [C]                                                                                   
 
EQUITY GROWTH - CLASS B [C]                                                                                             
 
EQUITY GROWTH - CLASS B (LOAD ADJ.) [A] [C]                                                                             
 
GROWTH OPPORTUNITIES - CLASS B [C]                                                                                      
 
GROWTH OPPORTUNITIES - CLASS B                                                                                         
(LOAD ADJ.) [A] [C]                                                                                                     
 
STRATEGIC OPPORTUNITIES - CLASS B [C]                                                                                   
 
STRATEGIC OPPORTUNITIES - CLASS B                                                                                       
(LOAD ADJ.) [A] [C]                                                                                                     
 
LARGE CAP - CLASS B [C]                                                                                              
 
LARGE CAP - CLASS B (LOAD ADJ.) [A] [C]                                                                                 
 
GROWTH & INCOME - CLASS B [C]                                                                                          
 
GROWTH & INCOME - CLASS B (LOAD ADJ.) [A] [C]                                                                           
 
EQUITY INCOME - CLASS B [C]                                                                                           
 
EQUITY INCOME - CLASS B (LOAD ADJ.) [A] [C]                                                                                
 
BALANCED - CLASS B [B]                                                                                            
 
BALANCED - CLASS B (LOAD ADJ.) [A] [B]                                                                                 
 
</TABLE>
 
TAXABLE BOND FUNDS - CLASS B                           
 
      AVERAGE ANNUAL TOTAL RETURN [F]   CUMULATIVE TOTAL RETURN [F]   
 
 
 
 
<TABLE>
<CAPTION>
<S>                               <C>           <C>            <C>             <C>           <C>            <C>             
                                  PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                               LIFE OF FUND+                                LIFE OF FUND+   
 
HIGH YIELD - CLASS B [B]                                                                                                
 
HIGH YIELD - CLASS B (LOAD ADJ.) [A] [B]                                                                                
 
STRATEGIC INCOME - CLASS B [D]                                                                                          
 
STRATEGIC INCOME - CLASS B (LOAD ADJ.) [A] [D]                                                                          
 
MORTGAGE SECURITIES - CLASS B [B]                                                                                       
 
MORTGAGE SECURITIES - CLASS B                                                                                            
(LOAD ADJ.) [A] [B]                                                                                                  
 
GOVERNMENT INVESTMENT - CLASS B [B]                                                                                     
 
GOVERNMENT INVESTMENT - CLASS B                                                                                        
(LOAD ADJ.) [A] [B]                                                                                                     
 
INTERMEDIATE BOND - CLASS B [B]                                                                                         
 
INTERMEDIATE BOND - CLASS B (LOAD ADJ.)                                                                                 
[A] [B]                                                                                                                
 
</TABLE>
 
MUNICIPAL FUNDS - CLASS B                           
 
      AVERAGE ANNUAL TOTAL RETURN [F]   CUMULATIVE TOTAL RETURN [F]   
 
 
 
 
<TABLE>
<CAPTION>
<S>                               <C>           <C>            <C>             <C>           <C>            <C>             
                                  PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                               LIFE OF FUND+                                LIFE OF FUND+   
 
MUNICIPAL INCOME- CLASS B [B]                                                                                           
 
MUNICIPAL INCOME- CLASS B                                                                                               
(LOAD ADJ.) [A] [B]                                                                                                     
 
INTERMEDIATE MUNICIPAL INCOME - CLASS B [C]                                                                           
 
INTERMEDIATE MUNICIPAL INCOME - CLASS B                                                                                    
(LOAD ADJ.) [A] [C]                                                                                                     
 
</TABLE>
 
EQUITY FUNDS - CLASS C                           
 
      AVERAGE ANNUAL TOTAL RETURN  [F]   CUMULATIVE TOTAL RETURN  [F]   
 
 
<TABLE>
<CAPTION>
<S>   <C>           <C>            <C>             <C>           <C>            <C>             
      PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                   LIFE OF FUND+                                LIFE OF FUND+   
 

 
TECHNOQUANT GROWTH - CLASS C [C]                                                  
 
TECHNOQUANT GROWTH - CLASS C                                                      
(LOAD ADJ.) [A] [C]                                                               
 
MID CAP - CLASS C  [C]                                                            
 
MID CAP - CLASS C (LOAD ADJ.) [A] [C]                                             
 
EQUITY GROWTH - CLASS C [C]                                                       
 
EQUITY GROWTH - CLASS C (LOAD ADJ.) [A] [C]                                       
 
GROWTH OPPORTUNITIES - CLASS C [C]                                                
 
GROWTH OPPORTUNITIES - CLASS C                                                    
(LOAD ADJ.) [A] [C]                                                               
 
LARGE CAP - CLASS C [C]                                                           
 
LARGE CAP - CLASS C (LOAD ADJ.) [A] [C]                                           
 
GROWTH & INCOME - CLASS C [C]                                                     
 
GROWTH & INCOME - CLASS C (LOAD ADJ.)                                             
[A] [C]                                                                           
 
EQUITY INCOME - CLASS C [C]                                                       
 
EQUITY INCOME - CLASS C (LOAD ADJ.) [A] [C]                                       
 
BALANCED - CLASS C [B]                                                            
 
BALANCED - CLASS C (LOAD ADJ.) [A] [B]                                            
 
TAXABLE BOND FUNDS - CLASS C                           
 
      AVERAGE ANNUAL TOTAL RETURN  [F]   CUMULATIVE TOTAL RETURN  [F]   
 
</TABLE>
 
<TABLE>
<CAPTION>
<S>                               <C>           <C>            <C>             <C>           <C>            <C>             
                                  PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                               LIFE OF FUND+                                LIFE OF FUND+   
 
HIGH YIELD - CLASS C [B]                                                                                                
 
HIGH YIELD - CLASS C (LOAD ADJ.) [A] [B]                                                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>   <C>   <C>   <C>   <C>   <C>   
STRATEGIC INCOME - CLASS C [D]                                                       
 
STRATEGIC INCOME - CLASS C (LOAD ADJ.) [A] [D]                                       
 
GOVERNMENT INVESTMENT - CLASS C [B]                                                  
 
GOVERNMENT INVESTMENT - CLASS C                                                      
(LOAD ADJ.) [A] [B]                                                                  
 
INTERMEDIATE BOND - CLASS C [C]                                                      
 
INTERMEDIATE BOND - CLASS C                                                          
(LOAD ADJ.) [A] [C]                                                                  
 
SHORT FIXED-INCOME - CLASS C [B]                                                     
 
SHORT FIXED-INCOME - CLASS C                                                         
(LOAD ADJ.) [A] [B]                                                                  
 
</TABLE>
 
MUNICIPAL FUNDS - CLASS C                           
 
      AVERAGE ANNUAL TOTAL RETURN  [F]   CUMULATIVE TOTAL RETURN  [F]   
 
 
 
 
<TABLE>
<CAPTION>
<S>                               <C>           <C>            <C>             <C>           <C>            <C>             
                                  PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                               LIFE OF FUND+                                LIFE OF FUND+   
 
MUNICIPAL INCOME- CLASS C [B]                                                                                           
 
MUNICIPAL INCOME- CLASS C                                                                                                  
(LOAD ADJ.) [A] [B]                                                                                                     
 
INTERMEDIATE MUNICIPAL INCOME - CLASS C [C]                                                                             
 
INTERMEDIATE MUNICIPAL INCOME - CLASS C                                                                                  
(LOAD ADJ.) [A] [C]                                                                                                    
 
</TABLE>
 
+ LIFE OF FUND FIGURES ARE FROM COMMENCEMENT OF OPERATIONS (OCTOBER
31, 1994 FOR STRATEGIC INCOME; MARCH 16, 1994 FOR SHORT-INTERMEDIATE
MUNICIPAL INCOME; FEBRUARY 20, 1996 FOR MID CAP, AND LARGE CAP, AND
DECEMBER 31, 1996 FOR TECHNOQUANT GROWTH AND GROWTH & INCOME) THROUGH
THE ANNUAL PERIOD ENDED 1997.)
[A] LOAD ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING CLASS A'S
MAXIMUM FRONT-END SALES CHARGE OF 5.75% FOR THE EQUITY FUNDS; 4.75%
FOR THE BOND FUNDS; 3.75% FOR THE INTERMEDIATE-TERM BOND FUNDS; AND
1.50% FOR THE SHORT-TERM BOND FUNDS. LOAD ADJUSTED RETURNS INCLUDE THE
EFFECT OF PAYING CLASS T'S MAXIMUM FRONT-END SALES CHARGE OF 3.50% FOR
THE EQUITY FUNDS AND BOND FUNDS; 2.75% FOR THE INTERMEDIATE-TERM BOND
FUNDS; AND 1.50% FOR THE SHORT-TERM BOND FUNDS.
 CLASS B'S AND CLASS C'S CDSC INCLUDED IN THE TOTAL RETURN FIGURES ARE
CALCULATED PURSUANT TO THE CDSC INFORMATION BEGINNING ON PAGE __.
   [B] PERIOD ENDED OCTOBER 31, 1997.    
   [C] PERIOD ENDED NOVEMBER 30, 1997.    
   [D] PERIOD ENDED DECEMBER 31, 1997.    
[E] INITIAL OFFERING OF CLASS A FOR EACH FUND (EXCEPT MORTGAGE
SECURITIES, TECHNOQUANT GROWTH, AND GROWTH & INCOME) TOOK PLACE ON
SEPTEMBER 3, 1996. CLASS A RETURNS PRIOR TO SEPTEMBER 3, 1996 (EXCEPT
FOR EQUITY GROWTH, EQUITY INCOME, INTERMEDIATE BOND, AND INTERMEDIATE
MUNICIPAL INCOME) ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF
0.50% (0.65% PRIOR TO JANUARY 1, 1996) FOR EQUITY FUNDS AND 0.15% FOR
SHORT-TERM BOND FUNDS. IF CLASS A'S 12B-1 FEE HAD BEEN REFLECTED,
TOTAL RETURNS PRIOR TO SEPTEMBER 3, 1996 FOR THE EQUITY FUNDS WOULD
HAVE BEEN HIGHER.
 FOR EQUITY GROWTH, EQUITY INCOME, INTERMEDIATE BOND, AND INTERMEDIATE
MUNICIPAL INCOME, RETURNS FROM SEPTEMBER 3, 1996 THROUGH SEPTEMBER 10,
1992 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65%
PRIOR TO JANUARY 1, 1996) FOR EQUITY GROWTH AND EQUITY INCOME AND
0.25% FOR INTERMEDIATE BOND AND INTERMEDIATE MUNICIPAL INCOME. CLASS A
RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE THOSE OF INSTITUTIONAL CLASS
WHICH HAS NO 12B-1 FEE. IF CLASS A'S 12B-1 FEE HAD BEEN REFLECTED,
TOTAL RETURNS PRIOR TO SEPTEMBER 3, 1996 THROUGH SEPTEMBER 10, 1992
WOULD HAVE BEEN HIGHER AND TOTAL RETURNS PRIOR TO SEPTEMBER 10, 1992
WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS A, CLASS T, AND CLASS B OF MORTGAGE
SECURITIES TOOK PLACE ON MARCH 3, 1997. CLASS A, CLASS T, AND CLASS B
RETURNS PRIOR TO MARCH 3, 1997 ARE THOSE OF INITIAL CLASS WHICH HAS NO
12B-1 FEE. IF CLASS A'S, CLASS T'S, AND CLASS B'S RESPECTIVE 12B-1
FEES HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO MARCH 3, 1997 WOULD
HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS T OF EQUITY GROWTH, EQUITY INCOME,
INTERMEDIATE BOND, AND INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON
SEPTEMBER 10, 1992. CLASS T RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE
THOSE OF INSTITUTIONAL CLASS WHICH HAS NO 12B-1 FEE. IF CLASS T'S
12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO SEPTEMBER 10,
1992 WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF EQUITY GROWTH TOOK PLACE ON DECEMBER
31, 1996. CLASS B RETURNS PRIOR TO DECEMBER 31, 1996 THROUGH SEPTEMBER
10, 1992 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.50%
(0.65% PRIOR TO JANUARY 1, 1996). CLASS B RETURNS PRIOR TO SEPTEMBER
10, 1992 ARE THOSE OF INSTITUTIONAL CLASS WHICH HAS NO 12B-1 FEE. IF
CLASS B'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO
DECEMBER 31, 1996 WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF BALANCED TOOK PLACE ON DECEMBER 31,
1996. CLASS B RETURNS PRIOR TO DECEMBER 31, 1996 ARE THOSE OF CLASS T
WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65% PRIOR TO JANUARY 1, 1996).
IF CLASS B'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO
DECEMBER 31, 1996 WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF GROWTH OPPORTUNITIES TOOK PLACE ON
MARCH 3, 1997. CLASS B RETURNS PRIOR TO MARCH 3, 1997 ARE THOSE OF
CLASS T WHICH REFLECT A 12B-1 FEE OF 0.50%(0.65% PRIOR TO JANUARY 1,
1996). IF CLASS B'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR
TO MARCH 3, 1997 WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF EQUITY INCOME, INTERMEDIATE BOND, AND
INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON JUNE 30, 1994. CLASS B
RETURNS PRIOR TO JUNE 30, 1994 THROUGH SEPTEMBER 10, 1992 ARE THOSE OF
CLASS T WHICH REFLECT A12B-1 FEE OF 0.65% FOR EQUITY INCOME, AND 0.25%
FOR INTERMEDIATE BOND AND INTERMEDIATE MUNICIPAL INCOME. CLASS B
RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE THOSE OF INSTITUTIONAL CLASS
WHICH HAS NO 12B-1 FEE. IF CLASS B'S 12B-1 FEE HAD BEEN REFLECTED,
TOTAL RETURNS PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF STRATEGIC OPPORTUNITIES TOOK PLACE ON
JUNE 30, 1994. CLASS B RETURNS PRIOR TO JUNE 30, 1994 ARE THOSE OF
CLASS T WHICH REFLECT A 12B-1 FEE OF 0.65%. IF CLASS B'S 12B-1 FEE HAD
BEEN REFLECTED, TOTAL RETURNS PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN
LOWER.
 INITIAL OFFERING OF CLASS B OF HIGH YIELD, GOVERNMENT INVESTMENT, AND
MUNICIPAL INCOME TOOK PLACE ON JUNE 30, 1994. CLASS B RETURNS PRIOR TO
JUNE 30, 1994 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.25%.
IF CLASS B'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO JUNE
30, 1994 WOULD HAVE BEEN LOWER.
    INITIAL OFFERING OF CLASS C OF TECHNOQUANT GROWTH, MID CAP, LARGE
CAP, AND GROWTH &     INCOME    TOOK PLACE ON NOVEMBER 3, 1997. CLASS
C RETURNS PRIOR TO NOVEMBER 3, 1997 ARE THOSE OF CLASS B WHICH REFLECT
A 12B-1 FEE OF 1.00%.    
 INITAL OFFERING OF CLASS C OF STRATEGIC INCOME    TOOK PLACE ON
NOVEMBER 3, 1997. CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 ARE THOSE
OF CLASS B WHICH REFLECT A 12B-1 FEE OF 0.90%(1.00% PRIOR TO JANUARY
1, 1996).     IF CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS
AFTER DECEMBER 31, 1995 WOULD HAVE BEEN LOWER.
 I   NITAL OFFERING OF CLASS C OF EQUITY GROWTH TOOK PLACE ON NOVEMBER
3,1997. CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH DECEMBER 31,
1996 ARE THOSE OF CLASS B WHICH REFLECT A 12B-1 FEE OF 1.00%.
    CLASS C RETURNS PRIOR TO DECEMBER 31, 1996 THROUGH SEPTEMBER 10,
1992 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65%
PRIOR TO JANUARY 1, 1996). CLASS C RETURNS PRIOR TO SEPTEMBER 10, 1992
ARE THOSE OF INSTITUTIONAL CLASS WHICH HAS NO 12B-1 FEE. IF CLASS C'S
12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO DECEMBER 31, 1996
WOULD HAVE BEEN LOWER.
 I   NITIAL OFFERING OF CLASS C OF GROWTH OPPORTUNITIES TOOK PLACE ON
NOVEMBER 3, 1997. CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH
MARCH 3, 1997 ARE THOSE OF CLASS B WHICH REFLECT A 12B-1 FEE OF 1.00%.
    CLASS C RETURNS PRIOR TO MARCH 3, 1997 ARE THOSE OF CLASS T WHICH
REFLECT A 12B-1 FEE OF 0.50% (0.65% PRIOR TO JANUARY 1, 1996). IF
CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO MARCH
3, 1997 WOULD HAVE BEEN LOWER.
    INITIAL OFFERING OF CLASS C OF BALANCED TOOK PLACE ON NOVERMBER 3,
1997. CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH DECEMBER 31,
1996 ARE THOSE OF CLASS B WHICH REFLECT A 12B-1 FEE OF 1.00%.
    CLASS C RETURNS PRIOR TO DECEMBER 31, 1996 ARE THOSE OF CLASS T
WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65% PRIOR TO JANUARY 1, 1996).
IF CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO
DECEMBER 31, 1996 WOULD HAVE BEEN LOWER.
    INITIAL OFFERING OF CLASS C OF HIGH YIELD, GOVERNMENT INVESTMENT,
AND MUNICIPAL INCOME TOOK PLACE ON NOVEMBER 3, 1997.     CLASS C
RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH JUNE 30, 1994 ARE THOSE OF
CLASS B WHICH REFLECT A 12B-1 FEE OF 0.90% (1.00% PRIOR TO JANUARY 1,
1996). CLASS C RETURNS PRIOR TO JUNE 30, 1994 ARE THOSE OF CLASS T
WHICH REFLECT A 12B-1 FEE OF 0.25%. IF CLASS C'S 12B-1 FEE HAD BEEN
REFLECTED, TOTAL RETURNS PRIOR TO APRIL 30, 1997 THROUGH DECEMBER 31,
1995 AND PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN LOWER.
 I   NITIAL OFFERING OF CLASS C OF SHORT FIXED-INCOME TOOK PLACE ON
NOVEMBER 3, 1997. CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 ARE THOSE
OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.15%.     IF CLASS C'S 12B-1
FEE HAD BEEN REFLECTED, TOTAL RETURNS WOULD HAVE BEEN LOWER.
 I   NITIAL OFFERING OF CLASS C OF EQUITY INCOME, INTERMEDIATE BOND,
AND INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON NOVEMBER 3, 1997.
CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH JUNE 30, 1994 ARE
THOSE OF CLASS B WHICH REFLECT A 12B-1 FEE OF 1.00% FOR EQUITY INCOME
AND 0.90% (1.00% PRIOR TO JANUARY 1, 1996) FOR INTERMEDIATE BOND AND
INTERMEDIATE MUNICIPAL INCOME.     CLASS C RETURNS PRIOR TO NOVEMBER
30, 1994 THROUGH SEPTEMBER 10, 1992 ARE THOSE OF CLASS T WHICH REFLECT
A 12B-1 FEE OF 0.65% FOR EQUITY INCOME AND 0.25% FOR INTERMEDIATE BOND
AND INTERMEDIATE MUNICIPAL INCOME. CLASS C RETURNS PRIOR TO SEPTEMBER
10, 1992 ARE THOSE OF INSTITUTIONAL CLASS WHICH HAS NO 12B-1 FEE. IF
CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS FOR EQUITY
INCOME PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN LOWER. IF CLASS C'S
12B-1 FEE HAD BEEN REFLECTED,    TOTAL RETURNS FOR INTERMEDIATE BOND
AND INTERMEDIATE MUNICIPAL INCOME PRIOR TO NOVEMBER 3, 1997 THROUGH
DECEMBER 31, 1995 AND PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN
LOWER.    
The exclusion of any applicable sales charge from a performance
calculation produces a higher return.
If FMR had not reimbursed certain class expenses during these periods,
total returns would have been lower.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Average annual total returns covering periods of less than one year
assume that performance will remain constant for the rest of the year.
Average annual and cumulative total returns usually will include the
effect of paying the maximum applicable sales charge.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields
are calculated according to a standard that is required for all stock
and bond funds. Because this differs from other accounting methods,
the quoted yield may not equal the income actually paid to
shareholders.
This difference may be significant for funds whose investments are
denominated in foreign currencies .
In calculating yield, a fund may from time to time use a security's
coupon rate instead of its yield to maturity in order to reflect the
risk premium on that security. This practice will have the effect of
reducing a fund's yield. 
A TAX-EQUIVALENT YIELD shows what an investor would have to earn
before taxes to equal a tax-free yield.
THE COMPETITIVE FUNDS AVERAGE is each fund's applicable Lipper Funds
Average, which reflects the performance of mutual funds with similar
objectives. These averages, published by Lipper Analytical Services,
Inc., exclude the effect of sales loads.
STANDARD & POOR'S 500 INDEX (S&P 500(registered trademark)) is a
widely recognized, unmanaged index of common stocks.
STANDARD & POOR'S MIDCAP 400 INDEX is a widely recognized, unmanaged
index of 400 medium-capitalization stocks.
MERRILL LYNCH HIGH YIELD MASTER INDEX is a market capitalization
weighted index of all domestic and yankee high-yield bonds. Issues
included in the index have maturities of at least one year and have a
credit rating lower than BBB-/Baa3, but are not in default.
LEHMAN BROTHERS 1-3 YEAR GOVERNMENT/CORPORATE BOND INDEX is a market
value weighted performance benchmark for government and corporate
fixed-rate debt issues with maturities between one and three years.
   LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX  is a market
capitalization weighted benchmark of 15- and 30-year fixed-rate
securities backed by mortgage pools of the Government National
Mortgage Association (GNMA), Fannie Mae and Federal Home Loan Mortgage
Corporation (FHLMC), and balloon mortgages with fixed-rate
coupons.    
       LEHMAN BROTHERS GOVERNMENT BOND INDEX    is a market value
weighted performance benchmark for government fixed-rate debt issues
with maturities of one year or more.    
LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX is a
market value weighted performance benchmark for government and
corporate fixed-rate debt issues with maturities between one and 10
years.
Unlike each class's returns, the total returns of each comparative
index do not include the effect of any brokerage commissions,
transaction fees, or other costs of investing.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
Each class of each equity fund may quote its adjusted net asset value
including all distributions paid. This value may be averaged over
specified periods and may be used to calculate a class's moving
average.
The funds' recent strategies, performance, and holdings are detailed
twice a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, please contact your
investment professional or, if you are investing through a
broker-dealer or insurance representative, call 1-800-522-7297 or, if
you are investing through a bank representative, call 1-800-843-3001.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUNDS IN DETAIL
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. TechnoQuant Growth, Mid
Cap, Equity Growth,    Growth Opportunities, Strategic Opportunities,
    Large Cap, and Growth & Income are diversified funds of Fidelity
Advisor Series I, a Massachusetts business trust organized on June 24,
1983. Balanced, High Yield, Government Investment, and Short
Fixed-Income are diversified funds and Strategic Income is a
non-diversified fund of Fidelity Advisor Series II, a Massachusetts
business trust organized on April 23, 1986. Equity Income is a
diversified fund of Fidelity Advisor Series III, a Massachusetts
business trust organized on May 17, 1982. Intermediate Bond is a
diversified fund of Fidelity Advisor Series IV, a Massachusetts
business trust organized on May 6, 1983.    Municipal Income     is a
diversified fund of Fidelity Advisor Series V, a Massachusetts
business trust organized on April 23, 1986. Intermediate Municipal
Income is a diversified fund and Short-Intermediate Municipal Income
is a non-diversified fund of Fidelity Advisor Series VI, a
Massachusetts business trust organized on June 1, 1983. Mortgage
Securities is a diversified fund of Fidelity Income Fund, a
Massachusetts business trust organized on August 7, 1984. Each trust
is an open-end management investment company. There is a remote
possibility that one fund might become liable for a misstatement in
the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee the
funds' activities, review contractual arrangements with companies that
provide services to the funds, and review the funds' performance. The
trustees serve as trustees for other Fidelity funds. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER 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. The transfer agent will mail proxy
materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business
address at 82 Devonshire Street, Boston, Massachusetts 02109. It
includes a number of different subsidiaries and divisions which
provide a variety of financial services and products. The funds employ
various Fidelity companies to perform activities required for their
operation.
The funds are managed by FMR, which chooses each fund's investments
and handles its business affairs. FMR chooses investments with the
assistance of foreign affiliates for all funds except Government
Investment,    Municipal Income    , Intermediate Municipal Income,
and Short-Intermediate Municipal Income. 
(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for TechnoQuant
Growth, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Growth & Income, Equity Income, Balanced,
High Yield, Strategic Income, Mortgage Securities, Intermediate Bond,
and Short Fixed-Income. 
(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East), in Tokyo, Japan, serves as a sub-adviser for TechnoQuant
Growth, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Growth & Income, Equity Income, Balanced,
High Yield, Strategic Income, Mortgage Securities, Intermediate Bond,
and Short Fixed-Income.
(small solid bullet) Fidelity International Investment Advisors
(FIIA), in Pembroke, Bermuda, serves as a sub-adviser for Strategic
Income. 
(small solid bullet) Fidelity International Investment Advisors (U.K.)
Limited (FIIA(U.K.)L), in London, England, serves as a sub-adviser for
Strategic Income.
(small solid bullet) Fidelity Investment Japan Limited (FIJ), in
Tokyo, Japan serves as a sub-adviser for Strategic Income.
As of December 31, 1997, FMR advised funds having approximately __
million shareholder accounts with a total value of more than $__
billion.
   John Avery is lead manager of Advisor Balanced, which he has
managed since September 1997. He also manages another Fidelity
fund.     Mr. Avery joined Fidelity as an analyst in 1995. Previously,
he was an analyst for Putnam Investments from 1993 to 1994. Mr. Avery
received his MBA from The Wharton School at the University of
Pennsylvania in 1993.
John Carlson is Vice President and lead manager of Advisor Strategic
Income, which he has managed since August 1995. He also manages
several other Fidelity funds. Prior to joining Fidelity in 1995, Mr.
Carlson was Executive Director of emerging markets at Lehman Brothers
International from 1992 through 1995.
Robert Chow is manager of Advisor Equity Income, which he has managed
since March 1996. Previously, he managed other Fidelity funds. Since
joining Fidelity in 1989, Mr. Chow has worked as an analyst, portfolio
assistant, and manager.
Katherine Collins is manager of Advisor Mid Cap, which she has managed
since January 1997. She also manages another Fidelity fund. Since
joining Fidelity in 1990, Ms. Collins has worked as an analyst and
manager.
Andrew Dudley is manager of Advisor Short Fixed-Income, which he has
managed since February 1997. Prior to joining Fidelity as a manager in
1996, Mr. Dudley was a portfolio manager with Putnam Investments from
1991 to 1996.
Margaret Eagle is Vice President and manager of Advisor High Yield and
Advisor Strategic Income, which she has managed since January 1987 and
January 1996, respectively. Ms. Eagle manages the high yield
investments for Advisor Strategic Income. In addition, she is a Senior
Vice President of Fidelity Trust Company. Ms. Eagle joined Fidelity in
1980.
George Fischer is Vice President and manager of Advisor Municipal
Income, which he has managed since April 1997. He also manages several
other Fidelity funds. Since joining Fidelity in 1989, Mr. Fischer has
worked as an analyst and manager.
Kevin Grant is Vice President and manager of Advisor Intermediate Bond
and Advisor Balanced, which he has managed since October 1995 and
March 1996, respectively. Mr. Grant manages the fixed-income
investments for Advisor Balanced. He also manages several other
Fidelity funds. Prior to joining Fidelity in 1993, Mr. Grant was a
vice president and chief mortgage strategist at Morgan Stanley for
three years.
Brian Hogan is manager of Advisor Strategic Income's emerging market
securities, which he has managed since September 1997. Since joining
Fidelity in 1994, Mr. Hogan has worked as a fixed-income analyst,
research analyst, and manager. Previously, he worked as an analyst for
Conseco Capital Management from 1993 to 1994 and Aegon USA Investment
Management from 1990 to 1993.
Curt Hollingsworth is Vice President and manager of Advisor Government
Investment and Advisor Strategic Income, both of which he has managed
since February 1997. Mr. Hollingsworth manages the domestic
investment-grade and U.S. Government investments for Advisor Strategic
Income. He also manages several other Fidelity funds. Since joining
Fidelity in 1983, Mr. Hollingsworth has worked as a fixed-income
trader and portfolio manager.
Jonathan Kelly is manager of Advisor Strategic Income's foreign bond
investments in developed markets, which he has managed since January
1996. Previously, he managed other Fidelity funds. Since joining
Fidelity in 1991, Mr. Kelly has worked as a foreign bond analyst and
manager.
Tim Krochuk is manager of Advisor TechnoQuant Growth, which he has
managed since inception. He also manages another Fidelity fund.
Previously, he was a quantitative analyst. Mr. Krochuk joined Fidelity
as a research associate in 1992, after receiving a bachelor of arts
degree in economics/pre-med from Harvard University.
Harris Leviton is Vice President and manager of Advisor Strategic
Opportunities, which he has managed since March 1996. Previously, he
managed other Fidelity funds. Since joining Fidelity in 1986, he has
worked as an analyst and manager.
Norm Lind is Vice President and manager of Advisor Short-Intermediate
Municipal Income, which he has managed since October 1995. He also
manages several other Fidelity funds. Since joining Fidelity in 1986,
Mr. Lind has worked as an analyst and manager.
David Murphy is Vice President and manager of Advisor Intermediate
Municipal Income, which he has managed since March 1995. He also
manages several other Fidelity funds. Mr. Murphy joined Fidelity as a
portfolio manager in 1989.
Thomas Silvia is manager of Advisor Mortgage Securities. He has been a
co-manager of the fund since February 1997. Mr. Silvia joined Fidelity
as a senior mortgage trader in 1993. Previously, he was a quantitative
analyst with Donaldson, Lufkin & Jenrette in New York from 1990 to
1993.
Thomas Sprague is Vice President and manager of Advisor Large Cap,
which he has managed since March 1996. He also manages another
Fidelity fund. Since joining Fidelity in 1989, he has worked as an
analyst and manager.
Beth Terrana is Vice President and manager of Advisor Growth & Income,
which she has managed since inception. She also manages other Fidelity
funds. Since joining Fidelity in 1983, Ms. Terrana has worked as an
analyst, portfolio assistant, and manager.
Jennifer Uhrig is Vice President and manager of Advisor Equity Growth,
which she has managed since January 1997. She also manages another
Fidelity fund. Since joining Fidelity in 1987, Ms. Uhrig has worked as
an analyst and manager.
George Vanderheiden is Vice President and manager of Advisor Growth
Opportunities, which he has managed since November 1987. He also
manages several other Fidelity funds. Mr. Vanderheiden joined Fidelity
in 1971.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
FDC distributes and markets Fidelity's funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for each class of the
Equity Funds, High Yield, Strategic Income, Mortgage Securities,
Government Investment, Intermediate Bond, and Short Fixed-Income. UMB
Bank, n.a. (UMB) is the transfer agent for Municipal Income,
Intermediate Municipal Income, and Short-Intermediate Municipal
Income, although it employs FIIOC to perform these functions for each
class of each fund. UMB is located at 1010 Grand Avenue, Kansas City,
Missouri.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant
owners of a class of shares of common stock representing approximately
49% of the voting power of FMR Corp. Under the Investment Company Act
of 1940 (the 1940 Act), control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting
stock of that company; therefore, the Johnson family may be deemed
under the 1940 Act to form a controlling group with respect to FMR
Corp.
Fidelity International Limited (FIL), is the parent company of FIIA,
FIJ, and FIIA(U.K.)L. The Johnson family group also owns, directly or
indirectly, more than 25% of the voting common stock of FIL.
FMR may use its broker-dealer affiliates and other firms that sell
fund shares to carry out a fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The value of each fund's investments varies in response to many
factors. Stock values fluctuate in response to the activities of
individual companies and general market and economic conditions. 
   The yield and share price of a bond fund change daily based on
changes in interest rates and market conditions, and in response to
other economic, political or financial events. The types and
maturities of the securities a bond fund purchases and the credit
quality of their issuers will impact a bond fund's reaction to these
events.    
   The total return from a bond includes both income and price gains
or losses. While income is the most important component of bond
returns over time, a bond fund's emphasis on income does not mean the
fund invests only in the highest-yielding bonds available, or that it
can avoid losses of principal.    
   In general, bond prices rise when interest rates fall and fall when
interest rates rise. Longer-term bonds are usually more sensitive to
interest rate changes. In other words, the longer the maturity of a
bond, the greater the impact a change in interest rates is likely to
have on the bond's price. In addition, short-term interest rates and
long-term interest rates do not necessarily move in the same amount or
in the same direction. A short-term bond tends to react to changes in
short-term interest rates and a long-term bond tends to react to
changes in long-term interest rates.    
   The price of a bond is affected by the credit quality of its
issuer. Changes in the financial condition of an issuer, changes in
general economic conditions, and changes in specific economic
conditions that affect a particular type of issuer can impact the
credit quality of an issuer. Lower quality bonds generally tend to be
more sensitive to these changes than higher quality bonds.    
   Many types of debt securities, including mortgage securities, are
subject to prepayment risk. Prepayment risk occurs when the issuer of
a security can prepay principal prior to the security's maturity.
Securities subject to prepayment risk generally offer less potential
for gains during a declining interest rate environment, and similar or
greater potential for loss in a rising interest rate environment. In
addition, the potential impact of prepayment features on the price of
a debt security may be difficult to predict and result in greater
volatility.    
   Municipal securities are backed by the entity that issued them
and/or other revenue streams. Municipal security values may be
significantly affected by political changes as well as uncertainties
in the municipal market related to taxation or the rights of municipal
securities holders.    
Funds which invest in foreign securities have increased economic and
political risks as they are exposed to events and factors in the
various world markets. This is especially true for funds that invest
in emerging markets. Also, because certain of the funds' investments
are denominated in foreign currencies, changes in the value of foreign
currencies can significantly affect a fund's share price. FMR may use
a variety of investment techniques to either increase or decrease a
fund's investment exposure to any currency.
FMR may use various investment techniques to hedge a portion of the
funds' risks, but there is no guarantee that these strategies will
work as FMR intends. When you sell your shares, they may be worth more
or less than what you paid for them.
TECHNOQUANT GROWTH FUND seeks growth of capital by investing mainly in
common stocks. However, the fund has the flexibility to invest in
other types of equity securities and debt securities as well. The
fund's security selection process utilizes computer-aided,
quantitative analysis. FMR's computer models use many types of data,
but emphasize technical factors such as historical price and volume
relationships. Fundamental criteria, such as earnings estimates, and
dividend yield may also be considered.
FMR's emphasis on technical analysis can result in the fund holding
different types of stocks at different times. For example, the fund
may hold stocks of companies with large or small market capitalization
or high or low price/earnings ratios. The fund's focus may change
rapidly based on FMR's analysis of the most current information. At
times, the fund may be concentrated in a small number of market
sectors or securities.
MID CAP FUND seeks long-term growth of capital by investing primarily
in equity securities of companies with medium market capitalizations.
FMR normally invests at least 65% of the fund's total assets in these
securities. The fund has the flexibility, however, to invest the
balance in other market capitalizations and security types.
Medium market capitalization companies are those whose market
capitalization falls within the capitalization range of the S&P MidCap
400 at the time of the fund's investment. The S&P MidCap 400 Index is
an unmanaged index of medium-capitalization stocks. Companies whose
capitalization falls outside this range after purchase continue to be
considered medium-capitalized for purposes of the 65% policy. As of
December 31, 1997, the S&P MidCap 400 included companies with
capitalizations of between $__ million and $__ billion. The
capitalization range of the S&P MidCap 400 changes with market
conditions and the composition of the Index.
Investing in medium capitalization stocks may involve greater risk
than investing in large capitalization stocks, since they can be
subject to more abrupt or erratic movements. However, they tend to
involve less risk than stocks of small capitalization companies.
EQUITY GROWTH FUND seeks capital appreciation by investing primarily
in common and preferred stock and securities convertible into the
common stock of companies with above-average growth characteristics.
FMR normally invests at least 65% of the fund's total assets in common
and preferred stock. The fund looks for domestic and foreign companies
with above-average growth characteristics compared to the average of
the companies included in the S&P 500. The S&P 500 is a registered
trademark of Standard & Poor's.
Growth may be measured by factors such as earnings or gross sales.
Companies with strong growth potential often have new products,
technologies, distribution channels, or other opportunities. As a
general rule, these companies may include smaller, less well-known
companies, and companies whose stocks have higher than average
price/earnings (P/E) ratios. The market prices of these stocks may be
particularly sensitive to economic, market, or company news. FMR may
also pursue growth in larger or revitalized companies or companies
that hold a strong position in the market. These growth
characteristics may be found in mature or declining industries. 
GROWTH OPPORTUNITIES FUND seeks capital growth by investing primarily
in common stocks and securities convertible into common stocks. FMR
normally invests at least 65% of the fund's total assets in securities
of companies that FMR believes have long-term growth potential.
Although the fund invests primarily in common stock and securities
convertible into common stock, it has the ability to purchase other
securities, such as preferred stock and bonds, that may produce
capital growth. The fund may invest in foreign securities without
limitation.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a
"special situation." FMR normally invests at least 65% of the fund's
total assets in these securities. The term "special situation" refers
to FMR's identification of an unusual, and possibly non-repetitive,
development taking place in a company or a group of companies in an
industry.
A special situation may involve one or more of the following
characteristics:
(small solid bullet) A technological advance or discovery, the
offering of a new or unique product or service, or changes in consumer
demand or consumption forecasts.
(small solid bullet) Changes in the competitive outlook or growth
potential of an industry or a company within an industry, including
changes in the scope or nature of foreign competition or the
development of an emerging industry.
(small solid bullet) New or changed management, or material changes in
management policies or corporate structure.
(small solid bullet) Significant economic or political occurrences
abroad, including changes in foreign or domestic import and tax laws
or other regulations.
(small solid bullet) Other events, including natural disasters,
favorable litigation settlements, or a major change in demographic
patterns.
"Special situations" often involve breaks with past experience. They
can be relatively aggressive investments. In seeking capital
appreciation, the fund also may invest in securities of companies not
involving a special situation, but which are companies with valuable
fixed assets and whose securities are believed by FMR to be
undervalued in relation to the companies' assets, earnings, or growth
potential. FMR intends to invest primarily in common stocks and
securities that are convertible into common stocks; however, it also
may invest in debt securities of all types and quality if FMR believes
that investing in these securities will result in capital
appreciation. The fund may invest up to 30% of its assets in foreign
investments.
LARGE CAP FUND seeks long-term growth of capital by investing
primarily in equity securities of companies with large market
capitalizations. FMR normally invests at least 65% of the fund's total
assets in these securities. The fund has the flexibility, however, to
invest the balance in other market capitalizations and security types.
FMR defines large market capitalization companies as those with market
capitalizations of $1 billion or more at the time of the fund's
investment. Companies whose capitalization falls below this level
after purchase continue to be considered large-capitalized for
purposes of the 65% policy.
Companies with large market capitalizations typically have a large
number of publicly held shares and a high trading volume, resulting in
a high degree of liquidity. These tend to be quality companies with
strong management organizations. However, large capitalization
companies may have less growth potential than smaller companies and
may be able to react less quickly to changes in the marketplace.
GROWTH & INCOME FUND seeks high total return through a combination of
current income and capital appreciation. The fund invests mainly in
equity securities. The fund expects to invest the majority of its
assets in domestic and foreign equity securities, with a focus on
those that pay current dividends and show potential earnings growth.
However, the fund may buy debt securities as well as equity securities
that are not currently paying dividends, but offer prospects for
capital appreciation or future income.
EQUITY INCOME FUND seeks a yield which exceeds the composite dividend
yield of securities comprising the S&P 500. In addition, consistent
with the primary objective of obtaining income, the fund will consider
the potential for achieving capital appreciation. FMR normally invests
at least 65% of the fund's total assets in income-producing equity
securities. For purposes of this policy, equity securities are defined
as common and preferred stocks. The balance of the fund's assets will
tend to be invested in debt securities, a high percentage of which are
expected to be convertible into common stocks.
The fund seeks to achieve a yield that beats that of the S&P 500. The
fund does not intend to invest in securities of issuers without proven
earnings and/or credit histories. Because the fund invests for income,
as well as capital appreciation, investors should not expect capital
appreciation comparable with funds which seek only capital
appreciation. The yield on the fund's assets generally will increase
or decrease from year to year in accordance with market conditions and
in relation to the changes in yields of the stocks included in the S&P
500.
BALANCED FUND seeks both income and growth of capital by investing in
a diversified portfolio of equity and fixed-income securities with
income, growth of income, and capital appreciation potential. FMR
manages the fund to maintain a balance between stocks and bonds. When
FMR's outlook is neutral, it will invest approximately 60% of the
fund's assets in stocks and other equity securities and the remainder
in bonds and other fixed-income securities. FMR may vary from this
target if it believes stocks or bonds offer more favorable
opportunities, but will always invest at least 25% of the fund's total
assets in fixed-income senior securities (including debt securities
and preferred stock).
The fund may buy securities that are not currently paying income but
offer prospects for future income. The fund may invest in securities
of foreign issuers. In selecting investments for the fund, FMR will
consider such factors as the issuer's financial strength, its outlook
for increased dividend or interest payments, and the potential for
capital gains.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible
securities and preferred stocks. FMR normally invests at least 65% of
the fund's total assets in these securities.
The fund may also invest in securities issued or guaranteed by the
U.S. Government, any state or any of their respective subdivisions,
agencies or instrumentalities, and securities of foreign issuers,
including securities of foreign governments. The fund may invest up to
35% of its total assets in equity securities, including common stocks,
warrants, and rights.
STRATEGIC INCOME FUND seeks a high level of current income by
investing primarily in debt securities. The fund may also seek capital
appreciation.
The fund invests primarily in fixed-income securities, allocated among
four general investment categories: high yield securities, U.S.
Government and investment-grade securities, emerging market
securities, and foreign developed market securities. The fund's
neutral mix, or the benchmark for its combination of investments in
each category over time, is approximately 40% high yield, 30% U.S.
Government and investment-grade, 15% emerging markets and 15% foreign
developed markets.
FMR regularly reviews the fund's allocation and makes changes
gradually over time to favor investments that it believes provide the
most favorable outlook for achieving the fund's objective. In normal
market environments, FMR expects the fund's asset allocation to
approximate the neutral mix within a range of plus or minus 10% of
assets per category. There are no absolute limits on the percent of
assets invested in each category, however, and FMR reserves the right
to change the neutral mix from time to time.
The HIGH YIELD category includes high-yielding, lower-quality debt
securities consisting mainly of U.S. securities of a quality grade
lower than BBB. The U.S. GOVERNMENT AND INVESTMENT-GRADE category
includes mortgage securities, U.S. Government securities, government
agency securities and other U.S. dollar-denominated securities of
investment-grade quality. The EMERGING MARKET category includes
corporate and governmental debt securities of issuers located in
emerging markets. The FOREIGN DEVELOPED MARKET category includes
corporate and governmental debt securities of issuers located in
developed foreign markets. These investment categories are only
general guidelines, and FMR may use its judgment as to which category
an investment falls within. The fund may also make investments that do
not fall within these categories.
By allocating its investments across different types of fixed-income
securities, the fund attempts to moderate the significant risks of
each investment category through diversification. Diversification,
when successful, can mean higher returns with decreased volatility.
However, each of the fund's four investment categories may experience
periods of volatile returns, and it is possible for all investment
categories to decline at the same time.
MORTGAGE SECURITIES FUND seeks high current income, consistent with
prudent investment risk, by investing primarily in mortgage-related
securities. When consistent with its goal, the fund may also consider
the potential for capital gain. FMR normally invests at least 65% of
the fund's total assets in mortgage-related securities. The fund may
also invest in U.S. Government securities and instruments related to
U.S. Government securities. Instruments related to U.S. Government
securities may include futures or options on U.S. Government
securities or interests in U.S. Government securities that have been
repackaged by dealers or other third parties.
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers Mortgage-Backed Securities Index, a market
capitalization weighted benchmark of 15- and 30- year fixed-rate
securities backed by mortgage pools of the Government National
Mortgage Association (GNMA), Fannie Mae and Federal Home Loan Mortgage
Corporation (FHLMC), and balloon mortgages with fixed-rate coupons.
FMR manages the fund to have similar overall interest rate risk to the
Index. As of October 31, 1997, the dollar-weighted average maturity of
the fund and the Index was approximately __ and __ years,
respectively.    
   FMR allocates assets among different market sectors (for example,
fixed-rate or adjustable rate mortgages) and different maturities
based on its view of the relative value of each sector or
maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
   In determining a security's maturity for purposes of calculating
the fund's average maturity, an estimate of the average time for its
principal to be paid may be used. This could be substantially shorter
than its stated final maturity.     
GOVERNMENT INVESTMENT FUND seeks high current income by investing in
U.S. Government securities and instruments related to U.S. Government
securities under normal conditions. FMR normally invests the fund's
assets only in U.S. Government securities, repurchase agreements, and
other instruments related to U.S. Government securities. Under normal
conditions, FMR invests at least 65% of the fund's total assets in
U.S. Government securities and repurchase agreements for U.S.
Government securities. Other instruments may include futures or
options on U.S. Government securities or interests in U.S. Government
securities that have been repackaged by dealers or other third
parties. It is important to note that neither the fund nor its yield
is guaranteed by the U.S. Government.
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund invest.
FMR uses this benchmark as a guide in structuring the fund and
selecting its investments. The benchmark index for the fund is the
Lehman Brothers Government Bond Index, a market value weighted
benchmark of government fixed-rate debt issues with maturities of one
year or more. FMR manages the fund to have similar overall interest
rate risk to the Index. As of October 31, 1997, the dollar-weighted
average maturity of the fund and the Index was approximately __ and __
years, respectively.    
   FMR allocates assets among different market sectors (for example,
U.S. Treasury or U.S. Government agency securities) and different
maturities based on its view of the relative value of each sector
maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market inefficiencies.
    
   In determining a security's maturity for purposes of calculating
the fund's average maturity, an estimate of the average time for its
principal to be paid may be used. This could be substantially shorter
than its stated final maturity.     
INTERMEDIATE BOND FUND seeks high current income by investing in U.S.
dollar-denominated investment-grade debt securities under normal
conditions. When consistent with its primary objective, the fund may
also seek capital appreciation. 
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers Intermediate Government/Corporate Bond Index, a market
value weighted benchmark for government and corporate fixed-rate debt
issues with maturities between one and 10 years. FMR manages the fund
to have similar overall interest rate risk to the Index. As of
November 30, 1997, the dollar-weighted average maturity of the fund
and the Index was approximately __ and __ years, respectively. In
addition, the fund normally maintains a dollar-weighted average
maturity between three and 10 years.    
   FMR allocates assets among different market sectors (for example,
corporate or government securities) and different maturities based on
its view of the relative value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
In determining a security's maturity for purposes of calculating the
fund's average maturity, an estimate of the average time for its
principal to be paid may be used. This can be substantially shorter
than its stated final maturity.
SHORT FIXED-INCOME FUND seeks high current income, consistent with the
preservation of capital, by investing in U.S. dollar-denominated
investment-grade debt securities under normal conditions. Where
appropriate the fund will take advantage of opportunities to realize
capital appreciation. FMR normally invests at least 65% of the fund's
total assets in fixed-income securities of all types which may include
convertible and zero coupon securities.
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers 1-3 Year Government/Corporate Bond Index, a market
value weighted benchmark for government and corporate fixed-rate debt
issues with maturities between one and three years. FMR manages the
fund to have similar overall interest rate risk to the Index. As of
October 31, 1997, the dollar-weighted average maturity of the fund and
the Index was approximately ___ and ___ years, respectively. In
addition, the fund normally maintains a dollar-weighted average
maturity of three years or less.    
   FMR allocates assets among different market sectors (for example,
corporate or government securities) and different maturities based on
its view of the relative value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
   In determining a security's maturity for purposes of calculating
the fund's average maturity, an estimate of the average time for its
principal to be paid may be used. This can be substantially shorter
than its stated final maturity.    
MUNICIPAL INCOME FUND seeks high current income that is free from
federal income tax by investing primarily in investment-grade
municipal securities. FMR normally invests at least 80% of the fund's
assets in municipal securities whose interest is free from federal
income tax. 
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers Municipal Bond Index, a benchmark of    
in   vestment-grade municipal bonds with maturities of one year or
more. FMR manages the fund to have similar overall interest rate risk
to the Index. As of October 31, 1997, the dollar-weighted average
maturity of the fund and the Index was approximately ___ and ___
years, respectively.    
   FMR allocates assets among different market sectors (for example,
general obligation bonds of a state or bonds financing a specific
project) and different maturities based on its view of the relative
value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
In addition, FMR may invest all of the fund's assets in municipal
securities issued to finance private activities. The interest from
these securities is a tax preference item for the purposes of the
federal alternative minimum tax.
INTERMEDIATE MUNICIPAL INCOME FUND seeks high current income that is
free from federal income tax, consistent with the preservation of
capital, by investing in investment-grade municipal securities under
normal conditions. FMR normally invests at least 80% of the fund's
assets in municipal securities whose interest is free from federal
income tax. 
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers 1-17 Year Municipal Bond Index, a benchmark of
investment-grade municipal bonds with maturities between one and 17
years. FMR manages the fund to have similar overall interest rate risk
to the Index. As of November 30, 1997, the dollar-weighted average
maturity of the fund and the Index was approximately ___ and ___
years, respectively. In addition, the fund normally maintains a
dollar-weighted average maturity between three and 10 years.    
   FMR allocates assets among different market sectors (for example,
general obligation bonds of a state or bonds financing a specific
project) and different maturities based on its view of the relative
value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
In addition, FMR may invest all of the fund's assets in municipal
securities issued to finance private activities. The interest from
these securities is a tax preference item for the purposes of the
federal alternative minimum tax.
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND seeks high current income
that is free from federal income tax, consistent with preservation of
capital, by investing in investment-grade municipal securities under
normal conditions. FMR normally invests at least 80% of the fund's
assets in municipal securities whose interest is free from federal
income tax. 
I   n managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers 1-5 Year Municipal Bond Index, a benchmark of
investment-grade municipal bonds with maturities between one and five
years. FMR manages the fund to have similar overall interest rate risk
to the Index. As of November 30, 1997 the dollar-weighted average
maturity of the fund and the Index was approximately ___ and ___
years, respectively. In addition, the fund normally maintains a
dollar-weighted average maturity between two and five years.    
   FMR allocates assets among different market sectors (for example,
general obligation bonds of a state or bonds financing a specific
project) and different maturities based on its view of the relative
value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
In addition, FMR may invest all of the fund's assets in municipal
securities issued to finance private activities. The interest from
these securities is a tax preference item for the purposes of the
federal alternative minimum tax.
TEMPORARY DEFENSIVE POLICIES. FMR normally invests each fund's assets
according to its investment strategy. 
Each of the Equity Funds, High Yield, and Strategic Income reserves
the right to invest without limitation in preferred stocks and
investment-grade debt instruments for temporary, defensive purposes.
Each of Mortgage Securities, Government Investment, Intermediate Bond,
and Short Fixed-Income reserves the right to invest without limitation
in investment-grade money market or short-term debt instruments for
temporary, defensive purposes.
Each of Municipal Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income do not expect to invest in
federally taxable obligations. Each of Municipal Income, Intermediate
Municipal Income, and Short-Intermediate Municipal Income, reserves
the right to invest without limitation in short-term instruments, to
hold a substantial amount of uninvested cash, or to invest more than
normally permitted in taxable obligations for temporary, defensive
purposes. 
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in
the funds' SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help a fund
achieve its goal. Fund holdings and recent investment strategies are
detailed in each fund's financial reports, which are sent to
shareholders twice a year. For a free SAI or financial report, call
your investment professional.
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 total assets, each of the Equity
Funds, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipal Income, and
Intermediate Municipal Income may not purchase more than 10% of the
outstanding voting securities of a single issuer. For TechnoQuant
Growth, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, and Growth & Income, this limitation does
not apply to securities of other investment companies. 
DEBT SECURITIES. Bonds and other debt instruments are used by issuers
to borrow money from investors. The issuer generally pays the investor
a fixed, variable, or floating rate of interest, and must repay the
amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are sold at a discount from
their face values. 
Debt securities have varying levels of sensitivity to changes in
interest rates and varying degrees of credit quality. In general, bond
prices rise when interest rates fall, and fall when interest rates
rise. Longer-term bonds and zero coupon bonds are generally more
sensitive to interest rate changes. In addition, bond prices are also
affected by the credit quality of the issuer.
Lower-quality debt securities are considered to have speculative
characteristics, and involve greater risk of default or price changes
due to changes in the issuer's creditworthiness, or they may already
be in default. The market prices of these securities may fluctuate
more than higher-quality securities and may decline significantly in
periods of general or regional economic difficulty. Lower-quality
securities may be thinly traded, making them difficult to sell
promptly at an acceptable price. Adverse publicity and changing
investor perceptions may affect the ability to obtain prices for, or
to sell these securities.
The default rate of lower-quality debt securities is likely to be
higher when issuers have difficulty meeting projected goals or
obtaining additional financing. This could occur during economic
recessions or periods of high interest rates. If an issuer defaults,
the fund may try to protect the interests of security holders if it
determines such action to be in the interest of its shareholders.
The table below provides a summary of ratings assigned to debt
holdings (not including money market instruments) in the funds'
portfolios. These figures are dollar-weighted averages of month-end
portfolio holdings during the fiscal year ended 1997, and are
presented as a percentage of total security investments. These
percentages are historical and do not necessarily indicate a fund's
current or future debt holdings.
FISCAL YEAR ENDED 1997 DEBT HOLDINGS (AS A % OF INVESTMENTS), BY
RATING
      MID** EQUITY** GROWTH** STRATEGIC** LARGE** GROWTH &** EQUITY** 
HIGH* STRATEGIC***     
S&P RATING  CAP GROWTH OPPORTUNITIES OPPORTUNITIES CAP INCOME INCOME
BALANCED   *     YIELD INCOME 
(AVERAGE OF    TOTAL INVESTMENTS)    
INVESTMENT GRADE
HIGHEST QUALITY AAA 
HIGH QUALITY AA  % % % % % % % % % %
UPPER-MEDIUM GRADE A 
MEDIUM GRADE BBB  % % % % % % % % % %
LOWER QUALITY
MODERATELY SPECULATIVE BB  % % % %  % % % % % %
SPECULATIVE B  % % % %  % % % % % %
HIGHLY SPECULATIVE CCC  % % % %  % % % % % %
POOR QUALITY CC  % % % %  % % % % % %
LOWEST QUALITY, NO INTEREST C  % % % %  % % % % % %
IN DEFAULT, IN ARREARS D  % % % %  % % % % % %
   
   MID EQUITY GROWTH STRATEGIC LARGE GROWTH &  EQUITY   HIGH STRATEGIC 
MOODY'S RATING  CAP GROWTH OPPORTUNITIES OPPORTUNITIES CAP INCOME
INCOME BALANCED    YIELD INCOME
    
   (AVERAGE OF TOTAL INVESTMENTS)    
INVESTMENT GRADE
HIGHEST QUALITY AAA
HIGH QUALITY AA  % % % % % % % % % %
UPPER-MEDIUM GRADE A 
MEDIUM GRADE BAA  % % % % % % % % % %
LOWER QUALITY
MODERATELY SPECULATIVE BA  % % % % % % % % % %
SPECULATIVE B  % % % % % % % % % %
HIGHLY SPECULATIVE CAA  % % % % % % % % % %
POOR QUALITY CA  % % % % % % % % % %
LOWEST QUALITY, NO INTEREST C  % % % % % % % % % %
IN DEFAULT, IN ARREARS ---  % % % % % % % % % %
   * FISCAL YEAR ENDED OCTOBER 31, 1997.    
   ** FISCAL YEAR ENDED NOVEMBER 30, 1997.    
   *** FISCAL YEAR ENDED DECEMBER 31, 1997.    
   REFER TO THE APPENDIX FOR A MORE COMPLETE DISCUSSION OF THESE
RATINGS.    
   THE FUNDS DO NOT NECESSARILY RELY ON THE RATINGS OF MOODY'S OR S&P
TO DETERMINE COMPLIANCE WITH THEIR DEBT QUALITY POLICIES. SECURITIES
NOT RATED BY MOODY'S AND S&P AMOUNTED TO %      
   OF ------- INVESTMENTS, % OF ------INVESTMENTS, % OF -----
INVESTMENTS,% OF ----- INVESTMENTS,% OF ----- INVESTMENTS,% OF -----
INVESTMENTS,% OF -----     
   INVESTMENTS AND % OF -----INVESTMENTS. THESE PERCENTAGES MAY
INCLUDE SECURITIES RATED BY OTHER NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATIONS, AS WELL AS UNRATED SECURITIES.     
   UNRATED LOWER-QUALITY SECURITIES AMOUNTED TO % OF
- --------INVESTMENTS, % OF -------- INVESTMENTS, % OF -------
INVESTMENTS, % OF --------- INVESTMENTS, % OF     
   -------- INVESTME    NTS, % OF -------- INVESTMENTS, % OF --------
INVESTMENTS, % OF -------- INVESTMENTS, AND % FOR------- INVESTMENTS. 
FOR FOREIGN GOVERNMENT OBLIGATIONS NOT INDIVIDUALLY RATED BY A
NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION, FMR ASSIGNS THE
RATING OF THE SOVEREIGN CREDIT OF    HEISSUING GOVERNMENT.    
   
       
RESTRICTIONS: For all of the Equity Funds, purchase of a debt security
is consistent with a fund's debt quality policy if it is rated at or
above the stated level by Moody's Investors Service (Moody's) or rated
in the equivalent categories by Standard & Poor's (S&P), or is unrated
but judged to be of equivalent quality by FMR.
Each of Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Growth & Income, Equity Income, and Balanced
currently intends to limit its investments in lower than Baa-quality
debt securities to less than 35% of its assets.
TechnoQuant Growth currently intends to limit its investments in lower
than Baa-quality debt securities to 5% of its assets.
   Each of Intermediate Bond, Mortgage Securities, Short    
Fixed-Income, Municipal Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income, normally invests in
investment-grade securities, but reserves the right to invest up to 5%
of its assets in below investment-grade securities. A security is
considered to be investment-grade if it is rated investment-grade by
Moody's, S&P, Duff & Phelps Credit Rating Co. (Duff & Phelps), or
Fitch Investors Service, L.P. (Fitch), or is unrated but judged by FMR
to be of equivalent quality. 
U.S. GOVERNMENT SECURITIES are high-quality debt instruments issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government. Not all U.S. Government securities are backed by
the full faith and credit of the United States. For example, U.S.
Government securities such as those issued by Fannie Mae are supported
by the instrumentality's right to borrow money from the U.S. Treasury
under certain circumstances. Other U.S. Government securities, such as
those issued by the Federal Farm Credit Banks Funding Corporation, are
supported only by the credit of the entity that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care, housing, transportation, and
utilities, the municipal markets can be affected by conditions in
those sectors. In addition, all municipal securities may be affected
by uncertainties regarding their tax status, legislative changes, or
rights of municipal securities holders. A municipal security may be
owned directly or through a participation interest. 
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and a fund's share price.
OTHER INSTRUMENTS may include securities of closed-end investment
companies.
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve additional risks and considerations. These
include risks relating to political or economic conditions in foreign
countries, fluctuations in foreign currencies, withholding or other
taxes, operational risks, increased regulatory burdens, and the
potentially less stringent investor protection and disclosure
standards of foreign markets. Additionally, governmental issuers of
foreign debt securities may be unwilling to pay interest and repay
principal when due and may require that the conditions for payment be
renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile than U.S.
investments.
ASSET-BACKED SECURITIES include interests in pools of purchase
contracts, financing leases, or sales agreements entered into by
municipalities, debt securities, or consumer loans. The value of these
securities depends on many factors, including changes in interest
rates, the availability of information concerning the pool and its
structure, the credit quality of the underlying assets, the market's
perception of the servicer of the pool, and any credit enhancement
provided. In addition, these securities may be subject to prepayment
risk.
MORTGAGE SECURITIES include interests in pools of commercial or
residential mortgages, and may include complex instruments such as
collateralized mortgage obligations and stripped mortgage-backed
securities. Mortgage securities may be issued by agencies or
instrumentalities of the U.S. Government or by private entities. 
The price of a mortgage security may be significantly affected by
changes in interest rates. Some mortgage securities may have a
structure that makes their reaction to interest rates and other
factors difficult to predict, making their price highly volatile.
Also, mortgage securities, especially stripped mortgage-backed
securities, are subject to prepayment risk. Securities subject to
prepayment risk generally offer less potential for gains during a
declining interest rate environment, and similar or greater potential
for loss in a rising interest rate environment. 
RESTRICTIONS: Government Investment does not currently intend to
invest more than 40% of its assets in mortgage securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. Inverse floaters have interest rates that move
in the opposite direction from a benchmark, making the security's
market value more volatile.
STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other debt securities, although stripped
securities may be more volatile, and the value of certain types of
stripped securities may move in the same direction as interest rates.
U.S. Treasury securities that have been stripped by a Federal Reserve
Bank are obligations issued by the U.S. Treasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund temporarily transfers possession of a portfolio instrument to
another party in return for cash. This could increase the risk of
fluctuation in the fund's yield or in the market value of its assets.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
PUT FEATURES entitle the holder to put (sell back) an instrument to
the issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. Demand features and standby commitments
are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors
such as changes in real estate values and property taxes, interest
rates, cash flow of underlying real estate assets, overbuilding, and
the management skill and creditworthiness of the issuer. Real
estate-related instruments may also be affected by tax and regulatory
requirements, such as those relating to the environment.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices,
interest rates, currency exchange rates, commodity prices, or other
factors that affect security values. These techniques may involve
derivative transactions such as buying and selling options and futures
contracts, entering into currency exchange contracts or swap
agreements, purchasing indexed securities, and selling securities
short.
FMR can use these practices to adjust the risk and return
characteristics of a fund's portfolio of investments. If FMR judges
market conditions incorrectly or employs a strategy that does not
correlate well with a fund's investments, these techniques could
result in a loss, regardless of whether the intent was to reduce risk
or increase return. These techniques may increase the volatility of a
fund and may involve a small investment of cash relative to the
magnitude of the risk assumed. In addition, these techniques could
result in a loss if the counterparty to the transaction does not
perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other
borrower. They have additional risks beyond conventional debt
securities because they may entail less legal protection for a fund,
or there may be a requirement that the fund supply additional cash to
a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: Each fund (except High Yield and Strategic Income) may
not purchase a security if, as a result, more than 10% of its assets
would be invested in illiquid securities. 
Each of High Yield and Strategic Income may not purchase a security
if, as a result, more than 15% of its assets would be invested in
illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income (exempt from federal income tax in
the case of a municipal money market fund) while maintaining a stable
$1.00 share price. A major change in interest rates or a default on
the money market fund's investments could cause its share price to
change.
RESTRICTIONS: Municipal Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income, do not currently intend to invest
in repurchase agreements.
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
or type of project. 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: With respect to 75% of its total assets, each of the
Equity Funds, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipal Income, and
Intermediate Municipal Income may not purchase a security if, as a
result, more than 5% would be invested in the securities of any
issuer. This limitation does not apply to U.S. Government securities
or, for TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, and Growth &
Income, to securities of other investment companies.
Strategic Income and Short-Intermediate Municipal Income, are
considered non-diversified. Generally, to meet federal tax
requirements at the close of each quarter, each fund does not invest
more than 25% of its total assets in any issuer and, with respect to
50% of total assets, does not invest more than 5% of its total assets
in any issuer. These limitations do not apply to U.S. Government
securities or to securities of other investment companies.
A fund may not invest more than 25% of its total assets in any one
industry. This limitation does not apply to U.S. Government
securities.
Each of Municipal Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income, may invest more than 25% of its
total assets in tax-free securities that finance similar types of
projects.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR, or through reverse repurchase agreements. If a fund borrows
money, its share price may be subject to greater fluctuation until the
borrowing is paid off. If a fund makes additional investments while
borrowings are outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a
delay in recovering a fund's securities. A fund may also lend money to
other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets; however, Government Investment, Municipal Income,
Intermediate Municipal Income, and Short-Intermediate Municipal
Income, do not currently intend to make loans.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval. 
TECHNOQUANT GROWTH FUND seeks capital growth.
MID CAP FUND seeks long-term growth of capital.
EQUITY GROWTH FUND seeks to achieve capital appreciation by investing
primarily in common and preferred stock and securities convertible
into the common stock of companies with above-average growth
characteristics. 
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common
stocks.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a
"special situation." Under normal conditions, the fund will invest at
least 65% of its total assets in companies involving a special
situation. FMR intends to invest primarily in common stocks and
securities that are convertible into common stocks; however, it also
may invest in debt securities of all types and quality if FMR believes
that investing in these securities will result in capital
appreciation. The fund may invest up to 30% of its assets in foreign
investments.
LARGE CAP FUND seeks long-term growth of capital.
GROWTH & INCOME FUND seeks high total return through a combination of
current income and capital appreciation.
EQUITY INCOME FUND seeks a yield from dividend and interest income
which exceeds the composite dividend yield on securities comprising
the S&P 500. In addition, consistent with the primary objective of
obtaining dividend and interest income, the fund will consider the
potential for achieving capital appreciation.
BALANCED FUND seeks both income and growth of capital by investing in
a diversified portfolio of equity and fixed-income securities with
income, growth of income, and capital appreciation potential.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible
securities and preferred stocks.
STRATEGIC INCOME FUND seeks a high level of current income by
investing primarily in debt securities. The fund may also seek capital
appreciation.
MORTGAGE SECURITIES FUND seeks a high level of current income,
consistent with prudent investment risk, by investing primarily in
mortgage-related securities. In seeking current income, the fund may
also consider the potential for capital gain. 
GOVERNMENT INVESTMENT FUND seeks a high level of current income by
investing primarily in obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities.
INTERMEDIATE BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed-income obligations.
SHORT FIXED-INCOME FUND seeks to obtain a high level of current
income, consistent with the preservation of capital, by investing
primarily in a broad range of investment-grade fixed-income
securities. Where appropriate the fund will take advantage of
opportunities to realize capital appreciation.
   MUNICIPAL INCOME FUND     seeks to provide a high current yield by
investing in a diversified portfolio of municipal obligations whose
interest is not included in gross income for purposes of calculating
federal income tax. The fund normally invests at least 80% of its
assets in municipal obligations whose interest is free from federal
income tax.
INTERMEDIATE MUNICIPAL INCOME FUND seeks the highest level of income
exempt from federal income taxes that can be obtained consistent with
the preservation of capital. The fund normally invests at least 80% of
its assets in securities whose interest is free from federal income
tax.
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND seeks as high a level of
current income, exempt from federal income tax, as is consistent with
preservation of capital. The fund normally invests at least 80% of its
assets in municipal obligations whose interest is free from federal
income tax.
With respect to 75% of its total assets, each of the Equity Funds,
High Yield, Mortgage Securities, Government Investment, Intermediate
Bond, Short Fixed-Income, Municipal Income, and Intermediate Municipal
Income 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, for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, and Growth & Income, to securities
of other investment companies.
Each fund may not invest more than 25% of its total assets in any one
industry. This limitation does not apply to U.S. Government
securities.
Each fund may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of each fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
that class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services for certain of the funds. Each fund
also pays OTHER EXPENSES, which are explained on page __.
FMR may, from time to time, agree to reimburse a fund for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a fund if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be terminated at any time without notice, can decrease a
fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Equity
Income pays a monthly management fee at an annual rate of 0.50% of its
average net assets. For each of TechnoQuant Growth, Mid Cap, Equity
Growth, Large Cap, Growth & Income, Balanced, High Yield, Strategic
Income, Mortgage Securities, Government Investment, Intermediate Bond,
Short Fixed-Income, Municipal Income, Intermediate Municipal Income,
and Short-Intermediate Municipal Income, the fee is calculated by
adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets. For Growth
Opportunities and Strategic Opportunities, the fee is calculated by
taking a basic fee and then applying a performance adjustment. The
performance adjustment either increases or decreases the management
fee, depending on how well each fund has performed relative to the S&P
500.
The basic fee rate (calculated monthly) is calculated by adding a
group fee rate to an individual fund fee rate, and multiplying the
result by the fund's average net assets.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52% for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, and Balanced or
0.37% for High Yield, Strategic Income, Mortgage Securities,
Government Investment, Intermediate Bond, Short Fixed-Income,
Municipal Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income, and it drops as total assets
under management increase. 
The performance adjustment rate is calculated monthly by comparing
Growth Opportunities' and Strategic Opportunities' performance to that
of the S&P 500 over the most recent 36-month period. The difference is
translated into a dollar amount that is added to or subtracted from
the basic fee. The maximum annualized performance adjustment rate is
(plus/minus) 0.20% of a fund's average net assets over the performance
period.
For the purposes of calculating the performance adjustment for each of
Growth Opportunities and Strategic Opportunities, the fund's
investment performance will be based on the average performance of all
classes of the fund weighted according to their average assets for
each month in the performance period.
The following table states the management fee rate for each fund for
the fiscal year end 1997:
 
<TABLE>
<CAPTION>
<S>                                   <C>              <C>          <C>                 
                                      GROUP FEE RATE   INDIVIDUAL   TOTAL MANAGEMENT    
                                                       FUND FEE     FEE RATE            
                                                       RATE                             
 
TECHNOQUANT GROWTH                     %                %            %                  
 
MID CAP                                %                %            %                  
 
EQUITY GROWTH                          %                %            %                  
 
GROWTH OPPORTUNITIES[A]                %                %            %                  
 
STRATEGIC OPPORTUNITIES [A]            %                %            %                  
 
LARGE CAP                              %                %            %                  
 
GROWTH & INCOME                        %                %            %                  
 
EQUITY INCOME                          %                %            %                  
 
BALANCED                               %                %[B]         %                  
 
HIGH YIELD                             %                %            %                  
 
STRATEGIC INCOME                       %                %            %                  
 
MORTGAGE SECURITIES                    %                %            %                  
 
GOVERNMENT INVESTMENT                  %                %            %                  
 
INTERMEDIATE BOND                      %                %            %                  
 
SHORT FIXED-INCOME                     %                %            %                  
 
MUNICIPAL INCOME FUND                  %                %            %                  
 
INTERMEDIATE MUNICIPAL INCOME          %                %            %                  
 
SHORT-INTERMEDIATE MUNICIPAL INCOME    %                %            %                  
 
</TABLE>
 
[A] THE BASIC FEE RATE FOR THE FISCAL YEAR ENDED 1997 WAS __% FOR
GROWTH OPPORTUNITIES AND __% FOR STRATEGIC OPPORTUNITIES.
[B] EFFECTIVE AUGUST 1, 1996, FMR VOLUNTARILY AGREED TO REDUCE THE
FUND'S INDIVIDUAL FUND FEE RATE FROM 0.20% TO 0.15%. IF THIS REDUCTION
WERE NOT IN EFFECT, THE TOTAL FEE WOULD HAVE BEEN __%.
FMR HAS SUB-ADVISORY AGREEMENTS with four affiliates: FMR U.K., FMR
Far East, FIJ and FIIA. FIIA in turn has a sub-advisory agreement with
FIIA(U.K.)L. These sub-advisers are compensated for providing FMR with
investment research and advice on issuers based outside the United
States. FMR pays FMR U.K. and FMR Far East fees equal to 110% and
105%, respectively, of the costs of providing these services. FMR pays
FIJ and FIIA a fee equal to 30% of its management fee rate associated
with investments for which the sub-adviser provided investment advice.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal to
50% of its management fee rate with respect to a fund's investments
that the sub-adviser manages on a discretionary basis. FIIA pays
FIIA(U.K.)L a fee equal to 110% of the cost of providing these
services.
For the fiscal year ended 1997, FMR, on behalf of each fund with
sub-advisory agreements paid FMR U.K., FMR Far East, FIJ, and FIIA
fees equal to [less than] __% of each fund's average net assets.
OTHER EXPENSES
While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for each class of the Equity Funds, High Yield,
Strategic Income, Mortgage Securities, Government Investment,
Intermediate Bond, and Short Fixed-Income (the Taxable Funds).
Fidelity Service Company, Inc. (FSC) calculates the net asset value
per share (NAV) and dividends for each class of the Taxable Funds and
maintains the general accounting records and administers the
securities lending program for the Taxable Funds.
For the fiscal year ended 1997, transfer agency and pricing and
bookkeeping fees paid (as a percentage of average net assets) amounted
to the following. These amounts are before expense reductions, if any.
 
<TABLE>
<CAPTION>
<S>                       <C>       <C>                            <C>       <C>       <C>            
                                    TRANSFER AGENCY FEES PAID BY                       PRICING AND    
                                                                                       BOOKKEEPING    
                                                                                       FEES PAID      
 
                          CLASS A   CLASS T                        CLASS B   CLASS C   BY FUND        
 
TECHNOQUANT GROWTH         %         %                              %         %         %             
 
MID CAP                    %         %                             %         %          %             
 
EQUITY GROWTH              %         %                              %         %         %             
 
GROWTH OPPORTUNITIES       %         %                             %         %          %             
 
STRATEGIC OPPORTUNITIES    %         %                             %         **         %             
 
LARGE CAP                  %         %                              %         %         %             
 
GROWTH & INCOME            %         %                              %         %         %             
 
EQUITY INCOME              %         %                              %         %         %             
 
BALANCED                   %         %                              %         ***       %             
 
HIGH YIELD                 %         %                              %         ***       %             
 
STRATEGIC INCOME           %         %                             %         %          %             
 
</TABLE>
 
MORTGAGE SECURITIES      %    %    %    **     %   
 
GOVERNMENT INVESTMENT    %    %    %    ***    %   
 
INTERMEDIATE BOND        %    %    %    %      %   
 
INTERMEDIATE BOND        %    %    %    %      %   
 
* FUND DOES NOT OFFER CLASS B SHARES.
** FUND DOES NOT OFFER CLASS C SHARES.
***  INITIAL OFFERING OF CLASS C TOOK PLACE ON NOVEMBER 3, 1997.
UMB is the transfer and service agent for Municipal Income,
Intermediate Municipal Income, and Short-Intermediate Municipal
Income, (the Municipal Funds). UMB has entered into a sub-agreement
with FIIOC. FIIOC performs transfer agency, dividend disbursing and
shareholder servicing functions for each class of the Municipal Funds.
UMB has also entered into a sub-agreement with FSC. FSC calculates the
NAV and dividends for each class of the Municipal Funds, and maintains
the general accounting records for each fund. Under the terms of the
sub-agreements, FIIOC and FSC receive all related fees paid to UMB by
the applicable class.
For the fiscal year ended 1997, transfer agency and pricing and
bookkeeping fees paid (as a percentage of average net assets) amounted
to the following. These amounts are before expense reductions, if any.
 
<TABLE>
<CAPTION>
<S>                                   <C>       <C>                             <C>       <C>       <C>            
                                                TRANSFER AGENCY FEES PAID BY                        PRICING AND    
                                                                                                    BOOKKEEPING    
                                                                                                    FEES PAID      
 
                                      CLASS A   CLASS T                         CLASS B   CLASS C   BY FUND        
 
MUNICIPAL INCOME                       %         %                               %         ***       %             
 
INTERMEDIATE MUNICIPAL INCOME          %         %                               %         %         %             
 
SHORT-INTERMEDIATE MUNICIPAL INCOME    %         %                               **        *         %             
 
</TABLE>
 
* FUND DOES NOT OFFER CLASS C SHARES.
** FUND DOES NOT OFFER CLASS B SHARES.
***  INITIAL OFFERING OF CLASS C TOOK PLACE ON NOVEMBER 3, 1997.
Class A shares of each fund have adopted a DISTRIBUTION AND SERVICE
PLAN. Under the plans, Class A of each fund is authorized to pay FDC a
monthly distribution fee as compensation for its services and expenses
in connection with the distribution of Class A shares. Class A of the
Equity Funds may pay FDC a distribution fee at an annual rate of 0.75%
of its average net assets, or such lesser amount as the Trustees may
determine from time to time. Class A of the Bond Funds, the
Intermediate-Term Bond Funds, and the Short-Term Bond Funds may pay
FDC a distribution fee at an annual rate of 0.40% of its average net
assets, or such lesser amount as the Trustees may determine from time
to time. Class A of the Equity Funds currently pays FDC a monthly
distribution fee at an annual rate of 0.25% of its average net assets
throughout the month; Class A of each of the Bond Funds, the
Intermediate-Term Bond Funds, and the Short-Term Bond Funds currently
pays FDC a monthly distribution fee at an annual rate of 0.15% of its
average net assets throughout the month. Class A distribution fee
rates may be increased only when the Trustees believe that it is in
the best interests of Class A shareholders to do so.
Class T shares of each fund have adopted a DISTRIBUTION AND SERVICE
PLAN. Under the plans, Class T of each fund is authorized to pay FDC a
monthly distribution fee as compensation for its services and expenses
in connection with the distribution of Class T shares. Class T of
TechnoQuant Growth, Mid Cap, Equity Growth, Equity Income, Large Cap,
and Growth & Income may pay FDC a distribution fee at an annual rate
of 0.75% of its average net assets, or such lesser amount as the
Trustees may determine from time to time. Class T of Growth
Opportunities, Strategic Opportunities, and Balanced may pay FDC a
distribution fee at an annual rate of 0.65% of its average net assets,
or such lesser amount as the Trustees may determine from time to time.
Class T of High Yield, Strategic Income, Mortgage Securities,
Government Investment, Intermediate Bond, Municipal Income,
Intermediate Municipal Income, and Short-Intermediate Municipal
Income, may pay FDC a distribution fee at an annual rate of 0.40% of
its average net assets, or such lesser amount as the Trustees may
determine from time to time. Class T of Short Fixed-Income may pay FDC
a distribution fee at an annual rate of 0.15% of its average net
assets, or such lesser amount as the Trustees may determine from time
to time. Class T of each of the Equity Funds currently pays FDC a
monthly distribution fee at an annual rate of 0.50% if its average net
assets throughout the month; Class T of each of the Bond Funds and the
Intermediate-Term Bond Funds currently pays FDC a monthly distribution
fee at an annual rate of 0.25% of its average net assets throughout
the month; and Class T of each of the Short-Term Bond Funds currently
pays FDC a monthly distribution fee at an annual rate of 0.15% of its
average net assets throughout the month. Class T distribution fee
rates for all funds except Short Fixed-Income may be increased only
when the Trustees believe that it is in the best interests of Class T
shareholders to do so.
Up to the full amount of the Class A and Class T distribution fees may
be reallowed to investment professionals, as compensation for their
services in connection with the distribution of Class A and Class T
shares and for providing support services to Class A and Class T
shareholders, based upon the level of such services provided. These
services may include, without limitation, answering investor inquiries
regarding the funds; providing assistance to investors in changing
dividend options, account designations, and addresses; performing
subaccounting and maintaining Class A and Class T shareholder
accounts; processing purchase and redemption transactions, including
automatic investment and redemption of investor account balances;
providing periodic statements showing an investor's account balance
and integrating other transactions into such statements; and
performing other administrative services in support of the
shareholder.
Class B shares of each Equity Fund, Bond Fund, and Intermediate-Term
Bond Fund have adopted a DISTRIBUTION AND SERVICE PLAN. Under the
plans, Class B of each fund is authorized to pay FDC a monthly
distribution fee as compensation for its services and expenses in
connection with the distribution of Class B shares. Class B of each
fund may pay FDC a distribution fee at an annual rate of 0.75% of its
average net assets, or such lesser amount as the Trustees may
determine from time to time. Class B of the Equity Funds currently
pays FDC a monthly distribution fee at an annual rate of 0.75% of its
average net assets throughout the month. Class B of each of the Bond
Funds and the Intermediate-Term Bond Funds pays FDC a monthly
distribution fee at an annual rate of 0.65% of its average net assets,
or such lesser amount as the Trustees may determine from time to time.
Class B distribution fee rates for each of the Bond Funds and
Intermediate-Term Bond Funds may be increased only when the Trustees
believe that it is in the best interests of Class B shareholders to do
so.
In addition, pursuant to each Class B plan, Class B of each fund pays
FDC a monthly service fee at an annual rate of 0.25% of Class B's
average net assets throughout the month. The full amount of the Class
B service fee is reallowed to investment professionals for providing
personal service to and/or maintenance of Class B shareholder
accounts. 
Class C shares of each fund (except Strategic Opportunities, Mortgage
Securities, and Short-Intermediate Municipal Income) have adopted a
DISTRIBUTION AND SERVICE PLAN. Under the plans, Class C of each fund
is authorized to pay FDC a monthly distribution fee as compensation
for its services and expenses in connection with the distribution of
Class C shares. Class C of each fund may pay FDC a distribution fee at
an annual rate of 0.75% of its average net assets, or such lesser
amount as the Trustees may determine from time to time. Class C of
each fund currently pays FDC a monthly distribution fee at an annual
rate of 0.75% of its average net assets throughout the month. After
the first year of investment, up to the full amount of the Class C
distribution fee may be reallowed to investment professionals as
compensation for their services in connection with the distribution of
Class C shares.
In addition, pursuant to each Class C plan, Class C of each fund pays
FDC a monthly service fee at an annual rate of 0.25% of Class C's
average net assets throughout the month. After the first year of
investment, the full amount of the Class C service fee is reallowed to
investment professionals for providing personal service to and/or
maintenance of Class C shareholder accounts.
The Class A, Class T, Class B, and Class C plans specifically
recognize that FMR may make payments from its management fee revenue,
past profits, or other resources to FDC for expenses incurred in
connection with the distribution of the applicable class's shares,
including payments made to investment professionals that provide
shareholder support services or engage in the sale of the applicable
class's shares. Currently, the Board of Trustees of each fund has
authorized such payments.
Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity. A
broker-dealer may use a portion of the commissions paid by a fund to
reduce that fund's custodian or transfer agent fees.
The portfolio turnover rate for the fiscal year ended 1997 was __% for
TechnoQuant Growth, __% for Mid Cap, __% for Equity Growth, __% for
Growth Opportunities, __% for Strategic Opportunities, __% for Large
Cap, __% for Growth & Income, __% for Equity Income, __% for Balanced,
__% for High Yield, __% for Strategic Income, __% Mortgage Securities,
__% for Government Investment, __% for Intermediate Bond, __% for
Short Fixed-Income, __% for Municipal Income, __% for Intermediate
Municipal Income, and __% for Short-Intermediate Municipal Income., 
Portfolio turnover rates vary from year to year. High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing.
YOUR ACCOUNT
 
 
TYPES OF ACCOUNTS
When you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or
fees that may apply. Certain features of the funds, such as minimum
initial or subsequent investment amounts, may be modified. 
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain funds or
to certain retirement accounts. For instance, municipal funds are not
available for purchase in retirement accounts. If you are investing
through a retirement account or if your employer offers a fund through
a retirement program, you may be subject to additional fees. For more
information, please refer to your program materials, contact your
employer, or call your retirement benefits number or your investment
professional directly, as appropriate.
If you have selected Fidelity Advisor funds as an investment option
through an insurance company group pension program, please contact the
provider directly.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have
two or more owners (tenants).
RETIREMENT (THE FOLLOWING OPTIONS ARE AVAILABLE ONLY FOR TAXABLE
FUNDS)
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of
legal age and under 70 1/2 (checkmark)(solid club) with earned income
to invest up to $2,000 per tax year. Individuals can also invest in a
spouse's IRA if the spouse has earned income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) 401(K) PLANS allow employees of corporations of all
sizes to contribute a percentage of their wages on a tax-deferred
basis. These accounts need to be established by the trustee of the
plan.
(solid bullet) MONEY PURCHASE/PROFIT SHARING PLANS (KEOGH PLANS) are
tax-deferred pension accounts designated for employees of
unincorporated businesses or for persons who are self-employed.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide
small business owners or those with self-employed income (and their
eligible employees) with many of the same advantages as a Keogh, but
with fewer administrative requirements.
(solid bullet) SIMPLE IRAS provide small business owners and those
with self-employed income (and their eligible employees) with many of
the advantages of a 401(k) plan, but with fewer administrative
requirements.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and
obtain tax benefits. An individual can give up to $10,000 a year per
child without paying federal gift tax. Depending on state laws, you
can set up a custodial account under the Uniform Gifts to Minors Act
(UGMA) or the Uniform Transfers to Minors Act (UTMA). Contact your
investment professional.
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR
OTHER GROUPS
Contact your investment professional.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of Class A or Class T is the class's
offering price or the class's net asset value per share (NAV),
depending on whether you pay a front-end sales charge. If you pay a
front-end sales charge, your price will be Class A's or Class T's
offering price. When you buy Class A or Class T shares at the offering
price, Fidelity deducts the appropriate sales charge and invests the
rest in Class A or Class T shares of the fund. If you qualify for a
front-end sales charge waiver, your price will be Class A's or Class
T's NAV. See "Transactions Details," page __, and "Sales Charge
Reductions and Waivers," page __, for explanations of how and when the
sales charge and waivers apply.
For Class B and Class C, the PRICE TO BUY ONE SHARE is the class's
NAV. Class B and Class C shares are sold without a front-end sales
charge, but may be subject to a CDSC upon redemption. See "Transaction
Details," page__, for information on how the CDSC is calculated.
Your shares will be purchased at the next offering price or NAV, as
applicable, calculated after your order is received    in proper form.
    Each class's offering price and NAV, as applicable, are normally
calculated each business day at 4:00 p.m. Eastern time.    Shares of
Fidelity Advisor Short-Intermediate Municipal Income Fund are offered
to current shareholders only.     
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.
Fidelity must receive payment within three business days after an
order for shares is placed; otherwise your purchase order may be
canceled and you could be held liable for resulting fees and/or
losses.
Share certificates are not available for Class A, Class T, Class B, or
Class C shares.
IF YOU ARE NEW TO THE FIDELITY ADVISOR FUNDS, complete and sign an
account application and mail it along with your check. If there is no
account application accompanying this prospectus, call your investment
professional or, if you are investing through a broker-dealer or
insurance representative, call 1-800-522-7279 or, if you are investing
through a bank representative, call 1-800-843-3001.
If you are investing through a tax-sheltered retirement plan, such as
an IRA, for the first time, you will need a special application.
Contact your investment professional for more information and a
retirement account application.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY ADVISOR FUND, you
can:
(small solid bullet) Mail an account application with a check,
(small solid bullet) Place an order and wire money into your account,
(small solid bullet) Open your account by exchanging from the same
class of another Fidelity Advisor fund or from another Fidelity fund,
or
(small solid bullet) Contact your investment professional.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity Advisor IRA, Rollover IRA, SEP-IRA and Keogh accounts
$500
Through regular investment plans* $1,000
TO ADD TO AN ACCOUNT $250
For Fidelity Advisor IRA, Rollover IRA, SEP-IRA and Keogh accounts
$100
Through regular investment plans* $100
MINIMUM BALANCE $1,000
For Fidelity Advisor IRA, Rollover IRA, SEP-IRA and Keogh accounts
None
*AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $1,000, 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 __.
Investment and account minimums are waived for purchases of Class T
shares with distributions from a Fidelity Defined Trust account.
There is no minimum account balance or initial or subsequent
investment minimum for certain retirement accounts funded through
salary deduction, or accounts opened with the proceeds of
distributions from such Fidelity retirement accounts. Refer to the
program materials for details.
PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS
B SHARES.
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.    
For further information on opening an account, please consult your
investment professional or refer to the account application.
    TO OPEN AN ACCOUNT   TO ADD TO AN ACCOUNT   
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>                                          <C>                                                         
                         
PHONE              (small solid bullet) Contact your investment 
                   professional or, if you are                  (small solid bullet) Contact your investment professional
                                                                or, if you are investing    
YOUR INVESTMENT    investing through a broker-dealer or 
                   insurance                                    through a broker-dealer or insurance representative, call   
PROFESSIONAL       representative, call 1-800-522-7297. If you 
                   are investing                                1-800-522-7297. If you are investing through a bank         
                   through a bank representative, call 
                   1-800-843-3001.                              representative, call 1-800-843-3001.                        
                   (small solid bullet) Exchange from the same 
                   class of another Fidelity Advisor            (small solid bullet) Exchange from the same class of another
                                                                 Fidelity Advisor fund    
                   fund or from another Fidelity fund account 
                   with the same                                 or from another Fidelity fund account with the same        
                   registration, including name, address, and 
                   taxpayer ID                                   registration, including name, address, and taxpayer ID
                                                                 number.                        
                   number.                                                                                             
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                    <C>                                                       
Mail (mail_graphic)   (small solid bullet) Complete and sign 
                      the account application. Make your    (small solid bullet) Make your check payable to the complete
                                                            name of the fund of    
                      check payable to the complete name of 
                      the fund of your                      your choice and note the applicable class. Indicate your fund   
                      choice and note the applicable class. 
                      Mail to the address                    account number on your check and mail to the address printed   
                      indicated on the application.         on your account statement.                                      
                                                            (small solid bullet) Exchange by mail: call, your investment
                                                            professional for       
                                                            instructions.                                                   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>             <C>                                     <C>                                                           
In Person 
(hand_graphic)  (small solid bullet) Bring your account 
                application and check to your           (small solid bullet) Bring your check to your investment
                                                        professional.   
                investment professional.                                                                              
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                  <C>                                  <C>                                                               
Wire (wire_graphic)  (small solid bullet) Not available   (small solid bullet)  Wire to:                                    
                                                            Banker's Trust Co.                                              
                                                            Routing # 021001033                                             
                                                            Fidelity DART Depository                                        
                                                            Account # 00159759                                              
                                                          FBO: (Account name)                                               
                                                            (Account number)                                                
                                                          Specify the complete name of the fund of your choice, note the    
                                                          applicable class, and include your account number and your        
                                                          name.                                                             
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 <C>                                  <C>                                                       
Automatically 
(automatic_graphic) (small solid bullet) Not available   (small solid bullet) Use Fidelity Advisor Systematic Investment
                                                         Program. Sign up    
                                                         for this service when opening your account, or call your      
                                                         investment professional to begin the program.                 
 
</TABLE>
 
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. 
THE PRICE TO SELL ONE SHARE of each class is the class's NAV, minus
any applicable CDSC. 
Your shares will be sold at the next NAV, minus any applicable CDSC,
calculated after your order is received in proper form. Each class's
NAV is normally calculated each business day at 4:00 p.m. Eastern
time.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the
methods described on these two pages.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request
must be made in writing, except for exchanges to shares of the same
class of another Fidelity Advisor fund or shares of other Fidelity
funds, which can be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$1,000 worth of shares in the account to keep it open (account minimum
balances do not apply to retirement and Fidelity Defined Trust
accounts).
TO SELL SHARES BY BANK WIRE, you will need to sign up for this service
in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of
shares,
(small solid bullet) Your account registration has changed within the
last 30 days,
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address),
(small solid bullet) The check is being made payable to someone other
than the account owner, 
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity Advisor account with a different registration,
(small solid bullet) You wish to set up the bank wire feature, or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be
redeemed, signed certificates (if previously issued), and
(small solid bullet) Any other applicable requirements listed in the
following table.
Deliver your letter to your investment professional, or mail it to the
following address:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
Unless otherwise instructed, Fidelity will send a check to the record
address.
CHECKWRITING
If you have a checkbook for your account in Short Fixed-Income or
Short-Intermediate Municipal Income, you may write an unlimited number
of checks. The minimum amount for a check is $500. Do not, however,
try to close out your account by check. 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>                                   <C>                                                                
PHONE              All account types except retirement   (small solid bullet) Maximum check request: $100,000.              
YOUR INVESTMENT    All account types                     (small solid bullet) You may exchange to the same class of other
                                                         Fidelity Advisor    
PROFESSIONAL                                             funds or to other Fidelity funds if both accounts are registered   
PHONE                                                    with the same name(s), address, and taxpayer ID number.            
YOUR INVESTMENT                                                                                                             
PROFESSIONAL                                                                                                             
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>                                            <C>                                                    
Mail or in Person 
(mail_graphic)
(hand_graphic)   Individual, Joint Tenant, Sole Proprietorship, 
                 UGMA, UTMA                                    (small solid bullet) The letter of instruction must be signed
                                                               by all persons required to        
                                                               sign for transactions, exactly as their names appear on the  
                                                               account and sent to your investment professional.        
                                                              (small solid bullet) The account owner should complete a
                                                              retirement distribution                
                 Retirement account                           form. Contact your investment professional or, if you
                                                              purchased                                 
                                                              your shares through a broker-dealer or insurance
                                                              representative,                                
                                                              call 1-800-522-7297. If you purchased your shares through a   
                                                              bank representative, call 1-800-843-3001.                     
 
                 Trust                                       (small solid bullet) The trustee must sign the letter
                                                             indicating capacity as trustee. If the    
                                                             trustee's name is not in the account registration, provide a
                                                             copy of                            
                                                             the trust document certified within the last 60 days.          
 
                Business or Organization                     (small solid bullet) At least one person authorized by
                                                             corporate resolution to act on           
                                                             the account must sign the letter.                              
 
                Executor, Administrator, Conservator/Guardian (small solid bullet) For instructions, contact your investment
                                                             professional or, if you          
                                                             purchased your shares through a broker-dealer or insurance     
                                                             representative, call 1-800-522-7297. If you purchased your    
                                                             shares through a bank representative, call 1-800-843-3001.     
 
Wire 
(wire_graphic) All account types except retirement           (small solid bullet) You must sign up for the wire feature
                                                             before using it. To verify           
                                                             that it is in place, contact your investment professional or,
                                                             if                                
                                                             you purchased your shares through a broker-dealer or insurance
                                                             representative, call 1-800-522-7297. If you purchased your    
                                                             shares through a bank representative, call 1-800-843-3001.    
                                                             Minimum wire: $500                                        
                                                             (small solid bullet) Your wire redemption request must be
                                                             received in proper form by            
                                                             Fidelity before 4:00 p.m. Eastern time for money to be wired on
                                                             the next business day.                                         
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>             <C>                                                  <C>                                               
Check 
(check_graphic) For all non-retirement Short Fixed-Income and        (small solid bullet) Minimum check: $500.             
                Short-Intermediate Municipal Income accounts only.   (small solid bullet) All account owners must sign a
                                                                     signature card to receive a    
                                                                     checkbook.                                             
 
</TABLE>
 
INVESTOR SERVICES
Fidelity Advisor funds provide a variety of services to help you
manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements after certain
transactions
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call your investment professional if you need additional
copies of financial reports and prospectuses.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your Class A or Class T shares and
buy the same class of shares of other Fidelity Advisor funds or Daily
Money Class shares of Treasury Fund, Prime Fund, and Tax-Exempt Fund
by telephone or in writing. You may sell your Class B shares and buy
Class B shares of other Fidelity Advisor funds or Advisor B Class
shares of Treasury Fund by telephone or in writing. You may sell your
Class C shares and buy Class C shares of other Fidelity Advisor funds
or Advisor C Class shares of Treasury Fund by telephone or in writing.
The shares you exchange will carry credit for any front-end sales
charge you previously paid in connection with their purchase.
Note that exchanges out of a fund are limited to four per calendar
year, and that they may have tax consequences for you. For details on
policies and restrictions governing exchanges, including circumstances
under which a shareholder's exchange privilege may be suspended or
revoked, see "Exchange Restrictions," page __.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up
periodic redemptions from your Class A, Class T, Class B, or Class C
account. Accounts with a value of $10,000 or more in Class A, Class T,
Class B, or Class C shares are eligible for this program. Aggregate
redemptions per 12-month period from your Class B or Class C 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.
One easy way to pursue your financial goals is to invest money
regularly. Fidelity Advisor funds offer convenient services that let
you transfer money into your fund account, or between fund accounts,
automatically. While regular investment plans do not guarantee a
profit and will not protect you against loss in a declining market,
they can be an excellent way to invest for retirement, a home,
educational expenses, and other long-term financial goals. Certain
restrictions apply for retirement accounts. Call your investment
professional for more information.
REGULAR INVESTMENT PLANS
 
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>                              <C>   
MINIMUM  MINIMUM                                                                                                            
INITIAL  ADDITIONAL   FREQUENCY                        SETTING UP OR CHANGING                                               
$1,000  $100          MONTHLY, BIMONTHLY, QUARTERLY,   (SMALL SOLID BULLET) FOR A NEW ACCOUNT, COMPLETE THE APPROPRIATE
                                                       SECTION ON THE APPLICATION.                                
                      OR SEMI-ANNUALLY                 (SMALL SOLID BULLET) FOR EXISTING ACCOUNTS, CALL YOUR INVESTMENT
                                                       PROFESSIONAL FOR AN APPLICATION.                           
                                                       (SMALL SOLID BULLET) TO CHANGE THE AMOUNT OR FREQUENCY OF YOUR
                                                       INVESTMENT, CONTACT YOUR INVESTMENT PROFESSIONAL DIRECTLY    
                                                       OR, IF YOU PURCHASED YOUR SHARES THROUGH A BROKER-DEALER OR INSURANCE
                                                       REPRESENTATIVE, CALL                                  
                                                       1-800-522-7297. IF YOU PURCHASED YOUR SHARES THROUGH A BANK
                                                       REPRESENTATIVE, CALL 1-800-843-3001.                            
                                                       CALL AT LEAST 10 BUSINESS DAYS PRIOR TO YOUR NEXT SCHEDULED
                                                       INVESTMENT DATE (20 BUSINESS DAYS IF YOU                        
                                                       PURCHASED YOUR SHARES THROUGH A BANK).   
 
</TABLE>
 
TO DIRECT DISTRIBUTIONS FROM A FIDELITY DEFINED TRUST TO CLASS T OF A
FIDELITY ADVISOR FUND 
 
 
 
<TABLE>
<CAPTION>
<S>                      <C>   <C>                                                                                          
MINIMUM  MINIMUM                                                                                                         
INITIAL  ADDITIONAL            SETTING UP OR CHANGING                                                                       
NOT  NOT                       (SMALL SOLID BULLET) FOR A NEW OR EXISTING ACCOUNT, ASK YOUR INVESTMENT PROFESSIONAL FOR THE
                               APPROPRIATE ENROLLMENT FORM.     
APPLICABLE  APPLICABLE         (SMALL SOLID BULLET) TO CHANGE THE FUND TO WHICH YOUR DISTRIBUTIONS ARE DIRECTED, CONTACT
                               YOUR INVESTMENT PROFESSIONAL FOR    
                               INSTRUCTIONS. 
 
</TABLE>
 
FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND OR A FIDELITY ADVISOR
FUND TO ANOTHER FIDELITY ADVISOR FUND
 
 
 
<TABLE>
<CAPTION>
<S>       <C>                          <C>                                                                             
MINIMUM   FREQUENCY                    SETTING UP OR CHANGING                                                           
$100      Monthly, quarterly,          (small solid bullet) To establish, call your investment professional after both
                                       accounts are opened.                        
          semi-annually, or annually   (small solid bullet) To change the amount or frequency of your investment, contact
                                       your investment professional directly    
                                       or, if you purchased your shares through a broker-dealer or insurance representative,
                                       call                                  
                                       1-800-522-7297. If you purchased your shares through a bank representative, call
                                       1-800-843-3001.                            
                                       (small solid bullet) The account from which the exchanges are to be processed must
                                       have a minimum balance of                
                                       $10,000. The account into which the exchange is being processed must have a minimum
                                       of $1,000.                              
                                       (small solid bullet) Both accounts must have the same registrations and taxpayer ID
                                       numbers.                                
                                       (small solid bullet) Call at least 2 business days prior to your next scheduled
                                       exchange date.                              
 
</TABLE>
 
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and capital
gains to shareholders each year. Each fund pays capital gains, if any,
in December and may pay additional capital gains after the close of
its fiscal year. Normally, dividends for Growth & Income, Equity
Income, and Balanced are distributed in March, June, September and
December; dividends for TechnoQuant Growth, Mid Cap, Equity Growth,
Growth Opportunities, Strategic Opportunities, and Large Cap are
distributed in December and January; dividends for Strategic Income,
High Yield, Mortgage Securities, Government Investment, Intermediate
Bond, Short Fixed-Income, Municipal Income, Intermediate Municipal
Income, and Short-Intermediate Municipal Income, are declared daily
and paid monthly.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you
want to receive your distributions. The funds offer four options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions
will be automatically reinvested in additional shares of the same
class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital
gain distributions.
4. DIRECTED DIVIDENDS(registered trademark) PROGRAM. Your dividend
distributions will be automatically invested in the same class of
shares of another identically registered Fidelity Advisor fund. You
will be sent a check for your capital gain distributions or your
capital gain distributions will be automatically reinvested in
additional shares of the same class of the fund.
If you select distribution option 2, 3, or 4 and the U.S. Postal
Service cannot deliver your checks, or if your checks remain uncashed
for six months, those checks will be reinvested in your account at the
current NAV and your election may be converted to the Reinvestment
Option. To change your distribution option, call your investment
professional directly, or if you purchased your shares through a
broker-dealer or insurance representative, call 1-800-522-7297. If you
purchased your shares through a bank representative, call
1-800-843-3001.
For retirement accounts, all distributions are automatically
reinvested. When you are over 59 years old, you can receive
distributions in cash.
Shares purchased through reinvestment of dividend and capital gain
distributions are not subject to a sales charge. If you direct Class A
or Class T distributions to a fund with a front-end sales charge, you
will not pay a sales charge on those purchases.
When each of the Equity Funds deducts a distribution from its NAV, the
reinvestment price is the applicable class's NAV at the close of
business that day. Dividends from the Bond Funds, the
Intermediate-Term Bond Funds and the Short-Term Bond Funds will be
reinvested at the applicable class's NAV on the last day of the month.
Capital gain distributions from the Bond Funds, the Intermediate-Term
Bond Funds, and the Short-Term Bond Funds will be reinvested at the
NAV as of the date the applicable fund deducts the distributions from
its NAV. The mailing of distribution checks will begin within seven
days, or longer for a December ex-dividend date.
TAXES
As with any investment, you should consider how an investment in the
funds could affect you. Below are some of the funds' tax implications.
If your account is not a tax-deferred retirement account, be aware of
these tax implications.
TAXES ON DISTRIBUTIONS. Interest income that the Municipal Funds earn
is distributed to shareholders as income dividends. Interest that is
federally tax-free remains tax-free when it is distributed.
Distributions from each fund (except the Municipal Funds), however,
are subject to federal income tax. Each fund may also be subject to
state or local taxes. If you live outside the United States, your
distributions from these funds could also be taxed by the country in
which you reside.
For federal tax purposes, income and short-term capital gains from the
Taxable Funds are distributed as dividends and taxed as ordinary
income; capital gain distributions are taxed as long-term capital
gains. 
However, for shareholders of the Municipal Funds, gain on the sale of
tax-free bonds results in taxable distributions. Short-term capital
gains and a portion of the gain on bonds purchased at a discount are
distributed as dividends and taxed as ordinary income; capital gain
distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally
free from state and local income taxes. However, particular states may
limit this benefit, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for the
benefit. Ginnie Mae securities and other mortgage-backed securities
are notable exceptions in most states. In addition, some states may
impose intangible property taxes. You should consult your own tax
adviser for details and up-to-date information on the tax laws in your
state.
Distributions are taxable when they are paid, whether you take them in
cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.
Every January, Fidelity will send you and the IRS a statement showing
the tax characterization of distributions paid to you in the previous
year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. Each of the Municipal Funds may invest up to
100% of its assets in these securities. Individuals who are subject to
the tax must report this interest on their tax returns.
A portion of the dividends from each of the Municipal Funds may be
free from state or local taxes. Income from investments in your state
are often tax-free to you. Each year, Fidelity will send you a
breakdown of each of these funds' income from each state to help you
calculate your taxes.
During the fiscal year ended 1997, __% of the income dividends from
Municipal Income, __% from Intermediate Municipal Income, and __% from
Short-Intermediate Municipal Income was free from federal income tax.
During the fiscal year ended 1997, __% of Municipal Income's, __% of
Intermediate Municipal Income's, and __% of Short-Intermediate
Municipal Income's income dividends were subject to the federal
alternative minimum tax. 
TAXES ON TRANSACTIONS. Your redemptions-including exchanges-are
subject to capital gains tax. A capital gain or loss is the difference
between the cost of your shares and the price you receive when you
sell them. 
Whenever you sell shares of a fund, Fidelity will send you a
confirmation statement showing how many shares you sold and at what
price. 
You will also receive a consolidated transaction statement at least
quarterly. However, it is up to you or your tax preparer to determine
whether this sale resulted in a capital gain and, if so, the amount of
tax to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the
information they contain will be essential in calculating the amount
of your capital gains.
"BUYING A DIVIDEND." If you buy shares when a class has realized but
not yet distributed income or capital gains, you will pay the full
price for the shares and then receive a portion of the price back in
the form of a taxable distribution.
CURRENCY CONSIDERATIONS. For funds that can invest in foreign
securities, if a fund's dividends exceed its taxable income in any
year, which is sometimes the result of currency-related losses, all or
a portion of the fund's dividends may be treated as a return of
capital to shareholders for tax purposes. To minimize the risk of a
return of capital, a fund may adjust its dividends to take currency
fluctuations into account, which may cause the dividends to vary. Any
return of capital will reduce the cost basis of your shares, which
will result in a higher reported capital gain or a lower reported
capital loss when you sell your shares. The statement you receive in
January will specify if any distributions included a return of
capital.
 EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on a
fund and its investments, and these taxes generally will reduce a
fund's distributions. However, if you meet certain holding period
requirements with respect to your fund shares, an offsetting tax
credit may be available to you. If you do not meet such holding period
requirements, you may still be entitled to a deduction for certain
foreign taxes. In either case, your tax statement will show more
taxable income or capital gains than were actually distributed by the
fund, but will also show the amount of the available offsetting credit
or deduction.
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open. FSC normally calculates each class's NAV and offering
price, as applicable, as of the close of business of the NYSE,
normally 4:00 p.m. Eastern time.
A CLASS'S NAV is the value of a single share. The NAV of each class is
computed by adding that class's pro rata share of the value of the
applicable fund's investments, cash, and other assets, subtracting
that class's pro rata share of the value of the applicable fund's
liabilities, subtracting the liabilities allocated to that class, and
dividing the result by the number of shares of that class that are
outstanding.
Each fund's assets are valued primarily on the basis of market
quotations or on the basis of information furnished by a pricing
service. Short-term securities with remaining maturities of sixty days
or less for which quotations and information furnished by a pricing
service are not readily available are valued on the basis of amortized
cost. This method minimizes the effect of changes in a security's
market value. Foreign securities are valued on the basis of quotations
from the primary market in which they are traded, and are translated
from the local currency into U.S. dollars using current exchange
rates. In addition, if quotations and information furnished by a
pricing service are not readily available, or if the values have been
materially affected by events occurring after the closing of a foreign
market, assets may be valued by another method that the Board of
Trustees believes accurately reflects fair value.
THE OFFERING PRICE of Class A or Class T is its NAV divided by the
difference between one and the applicable front-end sales charge
percentage. Class A has a maximum front-end sales charge of 5.75% of
the offering price for the Equity Funds; 4.75% of the offering price
for the Bond Funds; 3.75% of the offering price for the
Intermediate-Term Bond Funds; and 1.50% of the offering price for the
Short-Term Bond Funds. Class T has a maximum front-end sales charge of
3.50% of the offering price for the Equity Funds and the Bond Funds;
2.75% of the offering price for the Intermediate-Term Bond Funds; and
1.50% of the offering price for the Short-Term Bond Funds. 
SALES CHARGES AND INVESTMENT PROFESSIONAL
CONCESSIONS - CLASS A
<TABLE>
<CAPTION>
<S>                         <C>                              <C>
EQUITY FUNDS:               Sales Charge:                    Investment          
                                                             Professional        
                                                             Concession as %     
                                                             of Offering Price   
 
                            As a % of        As an                               
                            Offering Price   approximate %                       
                                             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 to $24,999,999    1.00%            1.01%           0.75%              
 
$25,000,000 or more         None*            None*           *                   
 
</TABLE>
 
<TABLE>
<CAPTION>
<S>                         <C>              <C>             <C>                   
BOND FUNDS:                 Sales Charge:                    Investment            
                                                             Professional          
                                                             Concession as % of    
                                                             Offering Price        
 
                            As a % of        As an                                 
                            Offering Price   approximate %                         
                                             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 to $24,999,999    0.50%            0.50%           0.50%                
 
$25,000,000 or more         None*            None*           *                     
 
</TABLE>
 
* SEE SECTION ENTITLED FINDER'S FEE.
 
<TABLE>
<CAPTION>
<S>                             <C>              <C>              <C>                   
INTERMEDIATE-TERM BOND FUNDS:   Sales Charge:                     Investment            
                                                                  Professional          
                                                                  Concession as % of    
                                                                  Offering Price        
 
                                As a % of        As an                                  
                                Offering Price   approximate %                          
                                                 of Net Amount                          
                                                 Invested                               
 
Up to $49,999                    3.75%            3.91%            3.00%                
 
$50,000 to $99,999               3.00%            3.10%            2.25%                
 
$100,000 to $249,999             2.25%            2.30%            1.75%                
 
$250,000 to $499,999             1.75%            1.78%            1.50%                
 
$500,000 to $999,999             1.50%            1.52%            1.25%                
 
$1,000,000 to $24,999,999        0.50%            0.50%            0.50%                
 
$25,000,000 or more             None*            None*            *                     
 
</TABLE>
 
SALES CHARGES AND INVESTMENT PROFESSIONAL
CONCESSIONS - CLASS T
EQUITY FUNDS:          Sales Charge:                     Investment            
                                                         Professional          
                                                         Concession as % of    
                                                         Offering Price        
 
                       As a % of        As an                                  
                       Offering Price   approximate %                          
                                        of Net Amount                          
                                        Invested                               
 
Up to $49,999           3.50%            3.63%            3.00%                
 
$50,000 to $99,999      3.00%            3.09%            2.50%                
 
$100,000 to $249,999    2.50%            2.56%            2.00%                
 
$250,000 to $499,999    1.50%            1.52%            1.25%                
 
$500,000 to $999,999    1.00%            1.01%            0.75%                
 
$1,000,000 or more     None*            None*            *                     
 
BOND FUNDS:            Sales Charge:                     Investment            
                                                         Professional          
                                                         Concession as % of    
                                                         Offering Price        
 
                       As a % of        As an                                  
                       Offering Price   approximate %                          
                                        of Net Amount                          
                                        Invested                               
 
Up to $49,999           3.50%            3.63%            3.00%                
 
$50,000 to $99,999      3.00%            3.09%            2.50%                
 
$100,000 to $249,999    2.50%            2.56%            2.00%                
 
$250,000 to $499,999    1.50%            1.52%            1.25%                
 
$500,000 to $999,999    1.00%            1.01%            0.75%                
 
$1,000,000 or more     None*            None*            *                     
 
 
<TABLE>
<CAPTION>
<S>                             <C>              <C>              <C>                   
INTERMEDIATE-TERM BOND FUNDS:   Sales Charge:                     Investment            
                                                                  Professional          
                                                                  Concession as % of    
                                                                  Offering Price        
 
                                As a % of        As an                                  
                                Offering Price   approximate %                          
                                                 of Net Amount                          
                                                 Invested                               
 
Up to $49,999                    2.75%            2.83%            2.25%                
 
$50,000 to $99,999               2.25%            2.30%            2.00%                
 
$100,000 to $249,999             1.75%            1.78%            1.50%                
 
$250,000 to $499,999             1.50%            1.52%            1.25%                
 
$500,000 to $999,999             1.00%            1.01%            0.75%                
 
$1,000,000 or more              None*            None*            *                     
 
</TABLE>
 
SHORT-TERM BOND FUNDS:   Sales Charge:                    Investment            
                                                          Professional          
                                                          Concession as % of    
                                                          Offering Price        
 
                         As a % of       As an                                  
                         Offering        approximate %                          
                         Price           of Net Amount                          
                                         Invested                               
 
Up to $499,999            1.50%           1.52%            1.25%                
 
$500,000 to $999,999      1.00%           1.01%            0.75%                
 
$1,000,000 or more       None*           None*            *                     
 
* SEE SECTION ENTITLED FINDER'S FEE.
FINDER'S FEE. For all funds except the Short-Term Bond 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. For the Short-Term
Bond Funds, on eligible purchases of Class A or 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.
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 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 Fidelity at the
time your redemption order is placed if you qualify for a waiver of
the Class A or Class T CDSC.
CONTINGENT DEFERRED SALES CHARGE. Class B shares may, upon redemption,
be assessed a CDSC based on the following schedule:
EQUITY FUNDS:                                             
 
From Date of Purchase               Contingent Deferred   
                                    Sales Charge          
 
Less than 1 year                     5%                   
 
1 year to less than 2 years          4%                   
 
2 years to less than 3 years         3%                   
 
3 years to less than 4 years         3%                   
 
4 years to less than 5 years         2%                   
 
5 years to less than 6 years         1%                   
 
6 years to less than 7 years [A]     0%                   
 
BOND FUNDS:                                   
 
From Date of Purchase   Contingent Deferred   
                        Sales Charge          
 
Less than 1 year                     5%   
 
1 year to less than 2 years          4%   
 
2 years to less than 3 years         3%   
 
3 years to less than 4 years         3%   
 
4 years to less than 5 years         2%   
 
5 years to less than 6 years         1%   
 
6 years to less than 7 years [A]     0%   
 
INTERMEDIATE-TERM BOND FUNDS:                         
 
From Date Of Purchase           Contingent Deferred   
                                Sales Charge          
 
Less than 1 year                    3%   
 
1 year to less than 2 years         2%   
 
2 years to less than 3 years        1%   
 
3 years to less than 4 years [B]    0%   
 
[A] AFTER A HOLDING PERIOD OF SEVEN YEARS, CLASS B SHARES WILL CONVERT
AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY ADVISOR FUND. SEE
"CONVERSION FEATURE" BELOW FOR MORE INFORMATION.
[B]  AFTER A HOLDING PERIOD OF FOUR YEARS, CLASS B SHARES WILL CONVERT
AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY ADVISOR FUND. SEE
"CONVERSION FEATURE" BELOW FOR MORE INFORMATION.
When exchanging Class B shares of one fund for Class B shares of
another Fidelity Advisor fund or Advisor B Class shares of Treasury
Fund, your Class B shares retain the CDSC schedule in effect when they
were originally purchased.
At the time of sale, investment professionals with whom FDC has
agreements receive as compensation from FDC a concession equal to
4.00% (2.00% for the Intermediate-Term Bond Funds) of your purchase of
Class B shares.
Class C shares may, upon redemption within one year of purchase, be
assessed a CDSC of 1.00%.
At the time of sale, investment professionals with whom FDC has
agreements receive as compensation from FDC a concession equal to
1.00% of your purchase of Class C shares.
The CDSC for Class B and Class C shares will be calculated based on
the lesser of the cost of the Class B or Class C shares, as
applicable, at the initial date of purchase or the value of those
Class B or Class C shares, as applicable, at redemption, not including
any reinvested dividends or capital gains. Class B and Class C shares
acquired through distributions (dividends or capital gains) will not
be subject to a CDSC. In determining the applicability and rate of any
CDSC at redemption, Class B or Class C shares representing reinvested
dividends and capital gains, if any, will be redeemed first, followed
by those Class B or Class C shares that have been held for the longest
period of time. 
CONVERSION FEATURE. After a holding period of seven years (four years
for the Intermediate-Term Bond Funds) from the initial date of
purchase, Class B shares and any capital appreciation associated with
those shares, convert automatically to Class A shares of the same
Fidelity Advisor fund. Conversion to Class A shares will be made at
NAV. At the time of conversion, a portion of the Class B shares
purchased through the reinvestment of dividends or capital gains
(Dividend Shares) will also convert to Class A shares. The portion of
Dividend Shares that will convert is determined by the ratio of your
converting Class B non-Dividend Shares to your total Class B
non-Dividend Shares.
For more information about the CDSC, including the conversion feature
and the permitted circumstances for CDSC waivers, contact your
investment professional.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A,
Class T, Class B, or Class C 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 A, Class T, Class B, or Class C
shares will be reimbursed to you by reinvesting that amount in Class
A, Class T, Class B, or Class C shares, as applicable. 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 A, Class T,
Class B, or Class C shares will continue as if the shares had not been
redeemed. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.
       YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE OR
ELEC   TRONICALLY. Fidelity will not be responsible for any losses
resulting from unauthorized transactions if it follows reasonable
security procedures designed to verify the identity of the investor.
Fidelity will request personalized security codes or other
information, and may also record calls. For transactions conducted
through the Internet, Fidelity recommends the use of an Internet
browser with 128-bit encryption. You should verify the accuracy of
your confirmation statements immediately after you receive them. If
you do not want the ability to redeem and exchange by telephone, call
Fidelity for instructions. Additional documentation may be required
from corporations, associations, and certain fiduciaries.    
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during
periods of unusual market activity), consider placing your order by
mail.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a
period of time. Each fund also reserves the right to reject any
specific purchase order, including certain purchases by exchange. See
"Exchange Restrictions" on page __. Purchase orders may be refused if,
in FMR's opinion, they would disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next offering price or NAV, as applicable, calculated after
your order is received in proper form. Note the following: 
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks. 
(small solid bullet) Fidelity does not accept cash. 
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.
(small solid bullet) Automated Purchase Orders: For shares of the Bond
Funds, the Intermediate-Term Bond Funds, and the Short-Term Bond
Funds, you begin to earn dividends as of the day your funds are
received.
(small solid bullet) Other Purchases: For shares of the Bond Funds,
the Intermediate-Term Bond Funds, and the Short-Term Bond Funds, you
begin to earn dividends as of the first business day following the day
your funds are received.
AUTOMATED PURCHASE ORDERS. Class A, Class T, Class B, and Class C
shares can be purchased or sold through investment professionals
utilizing an automated order placement and settlement system that
guarantees payment for orders on a specified date.
CONFIRMED PURCHASES. Certain financial institutions that meet FDC's
creditworthiness criteria may enter confirmed purchase orders on
behalf of customers by phone, with payment to follow no later than
close of business on the next business day. If payment is not received
by the next business day, the order will be canceled and the financial
institution will be liable for any losses.
TO AVOID THE COLLECTION PERIOD associated with check purchases,
consider buying shares by bank wire, U.S. Postal money order, U.S.
Treasury check, Federal Reserve check, or automatic investment plans.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper form,
minus any applicable CDSC. Note the following: 
(small solid bullet) Normally, redemption proceeds will be mailed to
you on the next business day, but if making immediate payment could
adversely affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Shares of the Bond Funds, the Intermediate-Term
Bond Funds, and the Short-Term Bond Funds will earn dividends through
the date of redemption; however, shares redeemed on a Friday or prior
to a holiday will continue to earn dividends until the next business
day.
(small solid bullet) Each fund may hold payment on redemptions until
it is reasonably satisfied that investments made by check have been
collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares of Short Fixed-Income and
Short-Intermediate Municipal Income by writing a check and the amount
of the check is greater than the value of your account, your check
will be returned to you and you may be subject to additional charges.
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.
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $1,000, you will be
given 30 days' notice to reestablish the minimum balance. If you do
not increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV, minus any applicable CDSC, on the day your account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC will, at its expense, provide promotional incentives such as sales
contests and luxury trips to investment professionals who support the
sale of shares of the funds. In some instances, these incentives will
be offered only to certain types of investment professionals, such as
bank-affiliated or non-bank affiliated broker-dealers, or to
investment professionals whose representatives provide services in
connection with the sale or expected sale of significant amounts of
shares.
EXCHANGE RESTRICTIONS
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; 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:
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) If you have held Class A or Class T shares of
Short Fixed-Income or Short-Intermediate Municipal Income for less
than six months and you exchange into Class A or Class T of another
Advisor fund, you pay the difference between that fund's Class A or
Class T front-end sales charge and any Class A or Class T front-end
sales charge you may have previously paid in connection with the
shares you are exchanging.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund
performance and shareholders, each fund reserves the right to
temporarily or permanently terminate the exchange privilege of any
investor who makes more than four exchanges out of a fund per calendar
year. Accounts under common ownership or control, including accounts
with the same taxpayer identification number, will be counted together
for purposes of the four exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
in certain institutional retirement plans to conform to plan exchange
limits and Department of Labor regulations. See your plan materials
for further information.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest the money effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
(small solid bullet) Any exchanges of Class A, Class T, Class B, or
Class C shares are not subject to a CDSC.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify these
exchange privileges in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
trading fees of up to 1.00% on exchanges. Check each fund's prospectus
for details.
SALES CHARGE REDUCTIONS AND WAIVERS
If your purchase qualifies for one of the following reduction plans,
the front-end sales charge will be reduced for purchases of Class A
and Class T shares according to the Sales Charge schedule beginning on
page __. Please refer to the funds' SAI for more details about each
plan or call your investment professional. 
If you purchased your shares through a broker-dealer or insurance
representative, call 1-800-522-7297. If you purchased your shares
through a bank representative, call 1-800-843-3001.
Your purchases and existing balances of Class A, Class T, Class B, and
Class C shares may be included in the following programs for purposes
of qualifying for a Class A or Class T front-end sales charge
reduction.
QUANTITY DISCOUNTS apply to purchases of Class A or Class T shares of
a single Fidelity Advisor fund or to combined purchases of (i) Class
A, Class T, Class B, and Class C shares of any Fidelity Advisor fund,
(ii) Advisor B Class shares and Advisor C Class shares of Treasury
Fund, and (iii) Daily Money Class shares of Treasury Fund, Prime Fund,
and Tax-Exempt Fund acquired by exchange from any Fidelity Advisor
fund. The minimum investment eligible for a quantity discount is
$50,000, except that the minimum investment for the Short-Term Bond
Funds is $500,000.
To qualify for a quantity discount, investing in a fund's Class A,
Class T, Class B, and Class C shares for several accounts at the same
time will be considered a single transaction (Combined Purchase), as
long as shares are purchased through one investment professional and
the total is at least $50,000 (or at least $500,000 for the Short-Term
Bond Funds).
RIGHTS OF ACCUMULATION let you determine your front-end sales charge
on Class A and Class T shares by adding to your new purchase of Class
A and Class T shares the value of all of the Fidelity Advisor fund
Class A, Class T, Class B, and Class C shares held by you, your
spouse, and your children under age 21. You can also add the value of
Advisor B Class shares and Advisor C Class shares of Treasury Fund,
and Daily Money Class shares of Treasury Fund, Prime Fund, and
Tax-Exempt Fund acquired by exchange from any Fidelity Advisor fund.
A LETTER OF INTENT (Letter) lets you receive the same reduced
front-end sales charge on purchases of Class A and Class T shares made
during a 13-month period as if the total amount invested during the
period had been invested in a single lump sum (see Quantity Discounts
above). Purchases of Class B and Class C shares during the 13-month
period will count toward the completion of your Letter. You must file
your non-binding Letter with Fidelity within 90 days of the start of
your purchases. Your initial investment must be at least 5% of the
amount you plan to invest. Out of the initial investment, Class A or
Class T shares equal to 5% of the dollar amount specified in your
Letter will be registered in your name and held in escrow. You will
earn income dividends and capital gain distributions on escrowed Class
A and Class T shares. Reinvested income and capital gain distributions
do not count toward the completion of your Letter. The escrow will be
released when your purchase of the total amount has been completed.
You are not obligated to complete your Letter, and in such a case,
sufficient escrowed Class A or Class T shares will be redeemed to pay
any applicable front-end sales charges.
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; 
2. Purchased by a trust institution or bank trust department for a
managed account that is charged an asset-based fee. Employee benefit
plans and 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. Employee benefit plans do not qualify
for this waiver;    
       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. Employee benefit plans do not qualify for this
waiver;     
       5.    Purchased for an employee benefit plan that has $25
million or more in plan assets; or    
       6.    Purchased prior to December 31, 1998 by shareholders who
have closed their Class A Municipal Bond, Class A California Municipal
Income, or Class A New York Municipal Income accounts prior to
December 31, 1997. This waiver is limited to purchases of up to
$10,000; shareholders are entitled to this waiver after the original
load waiver certificate is received by FIIOC.    
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;    
       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;    
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 that
are invested in Fidelity Advisor or Fidelity funds, or (ii) an
employee benefit 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); 
13. Purchased with distributions of income, principal, and capital
gains from Fidelity Defined Trusts; or
       14.    Purchased prior to December 31, 1998 by shareholders who
have closed their Class T Municipal Bond, Class T California Municipal
Income, or Class T New York Municipal Income accounts prior to
December 31, 1997. This waiver is limited to purchases of up to
$10,000; shareholders are entitled to this waiver after the original
load waiver certificate is received by FIIOC.    
You must notify FDC in advance if you qualify for a front-end sales
charge waiver. Employee benefit plan investors must meet additional
requirements specified in the funds' SAI.
If you are investing through an insurance company separate account, if
you are investing through a trust department, if your 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 (1), (2), (3) and (4) on the previous page), Class T
shares without a sales charge (as described in    (1), (2), (3) and
(4)     on the previous page), 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 related to certain
distributions from retirement plans or accounts at age 701/2, which
are permitted without penalty pursuant to the Internal Revenue Code; 
3. In connection with redemptions through the Fidelity Advisor
Systematic Withdrawal Program; or 
       4.    (APPLICABLE TO CLASS C ONLY) In connection with any
redemptions from an employee benefit plan. Employee benefit plan
investors must meet additional requirements specified in the funds'
SAI.    
       
Your investment professional should call Fidelity for more
information.
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.
APPENDIX A
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF CORPORATE BONDS
Moody's ratings for obligations with an original remaining maturity in
excess of one year fall within nine categories. They range from Aaa
(highest quality) to C (lowest quality). Moody applies numerical
modifiers of 1, 2, or 3 to each generic rating classification from Aa
through B. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks
on the lower end of its generic rating category.
AAA - Bonds that are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than the Aaa securities.
A - Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.
BAA - Bonds that are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
BA - Bonds that are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B - Bonds that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of
time may be small.
CAA - Bonds that are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect
to principal or interest.
CA - Bonds that are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.
C - Bonds that are rated C are the lowest-rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF CORPORATE BONDS
Debt issues may be designated by Standard & Poor's as either
investment grade ("AAA" through "BBB") or speculative grade ("BB"
through "D"). While speculative grade debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major exposures to adverse conditions. Ratings from
AA to CCC may be modified by the addition of a plus sign (+) or minus
sign (-) to show relative standing within the major rating categories.
AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay
principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher-rated issues only in small
degree.
A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in
higher-rated categories.
BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to inadequate capacity to meet timely
interest and principal payments. The BB rating category is also used
for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The B
rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and
economic conditions to meet timely payment of interest and repayment
of principal. In the event of adverse business, financial, or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied B or
B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C
rating may be used to cover a situation where a bankruptcy petition
has been filed but debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest
is being paid.
D - Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The
D rating will also be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized. 
APPENDIX B
TECHNOQUANT GROWTH - CLASS A
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
TECHNOQUANT GROWTH - CLASS A                                                                      
 
Lipper Growth Funds AverageA                                                                      
 
S&P 500                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
MID CAP - CLASS A
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
MID CAP - CLASS A                                                                                 
 
Lipper Mid Cap Funds Average                                                                      
 
S&P 400                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
EQUITY GROWTH - CLASS A
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
EQUITY GROWTH - CLASS A                                                                                    
 
Lipper Growth Funds AverageA                                                                               
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
GROWTH OPPORTUNITIES - CLASS A
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GROWTH OPPORTUNITIES - CLASS A                                                                               
 
Lipper Growth Funds AverageA                                                                                 
 
S&P 500                                                                                                      
 
Consumer Price Index                                                                                         
 
</TABLE>
 
STRATEGIC OPPORTUNITIES - CLASS A
 
<TABLE>
<CAPTION>
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+         1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
STRATEGIC OPPORTUNITIES - CLASS A                                                                                
 
Lipper Capital Appreciation FundsB                                                                               
 
S&P 500                                                                                                          
 
Consumer Price Index                                                                                             
 
</TABLE>
 
LARGE CAP - CLASS A
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
LARGE CAP - CLASS A                                                                               
 
Lipper Growth Funds Average                                                                       
 
S&P 500                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
GROWTH & INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GROWTH & INCOME - CLASS A                                                                                  
 
Lipper Growth Funds AverageC                                                                               
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
EQUITY INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
EQUITY INCOME - CLASS A                                                                                           
 
Lipper Equity Income Funds AverageC                                                                               
 
S&P 500                                                                                                           
 
Consumer Price Index                                                                                              
 
</TABLE>
 
BALANCED - CLASS A
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
BALANCED - CLASS A                                                                                           
 
Lipper Balanced Funds AverageD                                                                               
 
S&P 500                                                                                                      
 
Consumer Price Index                                                                                         
 
</TABLE>
 
HIGH YIELD - CLASS A
 
<TABLE>
<CAPTION>
<S>                                        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+               1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
HIGH YIELD - CLASS A                                                                                                   
 
Lipper High Current Yield Funds AverageE                                                                               
 
Merrill Lynch High Yield Master Index                                                                                  
 
Consumer Price Index                                                                                                   
 
</TABLE>
 
STRATEGIC INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    <C>   
Calendar year total returns+                                                          1995   1996   1997         
 
STRATEGIC INCOME - CLASS A                                                                                       
 
Lipper Multi-Sector Income Funds AverageF                                                                        
 
Merrill Lynch High Yield Master Index                                                                            
 
Consumer Price Index                                                                                             
 
</TABLE>
 
 
MORTGAGE SECURITIES - CLASS A
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
MORTGAGE SECURITIES - CLASS A                                                                                     
 
Lipper U.S. Mortgage Funds AverageG                                                                               
 
Lehman Brothers Mortgage-Backed                                                                                   
Securities Index                                                                                                  
 
Consumer Price Index                                                                                              
 
</TABLE>
 
GOVERNMENT INVESTMENT - CLASS A
 
<TABLE>
<CAPTION>
<S>                                    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+           1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GOVERNMENT INVESTMENT - CLASS A                                                                                    
 
Lipper General U.S. Government Bond                                                                                
Funds AverageH                                                                                                     
 
Lehman Brothers Government Bond                                                                                    
Index                                                                                                              
 
Consumer Price Index                                                                                               
 
</TABLE>
 
INTERMEDIATE BOND - CLASS A
 
<TABLE>
<CAPTION>
<S>                                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+            1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
INTERMEDIATE BOND - CLASS A                                                                                         
 
Lipper Intermediate Investment Grade                                                                                
Bond Funds AverageI                                                                                                 
 
Lehman Brothers Intermediate                                                                                        
Government/Corporate Bond Index                                                                                     
 
Consumer Price Index                                                                                                
 
</TABLE>
 
SHORT FIXED-INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+         1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
SHORT FIXED-INCOME - CLASS A                                                                                     
 
Lipper Short Investment Grade Bond                                                                               
Funds AverageJ                                                                                                   
 
Lehman Brothers 1-3 Year                                                                                         
Government/Corporate Bond Index                                                                                  
 
Consumer Price Index                                                                                             
 
</TABLE>
 
MUNICIPAL INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
MUNICIPAL INCOME- CLASS A                                                                                    
 
Lipper General Municipal Debt                                                                                
Funds AverageK                                                                                               
 
Consumer Price Index                                                                                         
 
</TABLE>
 
INTERMEDIATE MUNICIPAL INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                                       <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+              1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
INTERMEDIATE MUNICIPAL INCOME - CLASS A                                                                               
 
Lipper Intermediate Municipal Debt                                                                                    
Funds AverageL                                                                                                        
 
Consumer Price Index                                                                                                  
 
</TABLE>
 
SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A
 
<TABLE>
<CAPTION>
<S>                                      <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    <C>   
Calendar year total returns+                                                       1995   1996   1997         
 
SHORT-INTERMEDIATE MUNICIPAL INCOME -                                                                         
CLASS A                                                                                                       
 
Lipper Short-Intermediate Municipal                                                                           
Debt Funds Average  M                                                                                         
 
Consumer Price Index                                                                                          
 
</TABLE>
 
 
TECHNOQUANT GROWTH - CLASS T
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
TECHNOQUANT GROWTH - CLASS T                                                                      
 
Lipper Growth Funds Average                                                                       
 
S&P 500                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
MID CAP - CLASS T
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
MID CAP - CLASS T                                                                                 
 
Lipper Mid Cap Funds Average                                                                      
 
S&P 400                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
EQUITY GROWTH - CLASS T
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
EQUITY GROWTH - CLASS T                                                                                    
 
Lipper Growth Funds AverageA                                                                               
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
GROWTH OPPORTUNITIES - CLASS T
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GROWTH OPPORTUNITIES - CLASS T                                                                               
 
Lipper Growth Funds AverageA                                                                                 
 
S&P 500                                                                                                      
 
Consumer Price Index                                                                                         
 
</TABLE>
 
STRATEGIC OPPORTUNITIES - CLASS T
 
<TABLE>
<CAPTION>
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+         1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
STRATEGIC OPPORTUNITIES - CLASS T                                                                                
 
Lipper Capital Appreciation FundsB                                                                               
 
S&P 500                                                                                                          
 
Consumer Price Index                                                                                             
 
</TABLE>
 
LARGE CAP - CLASS T
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
LARGE CAP - CLASS T                                                                               
 
Lipper Growth Funds Average                                                                       
 
S&P 500                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
GROWTH & INCOME - CLASS T
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GROWTH & INCOME - CLASS T                                                                                  
 
Lipper Growth Funds AverageA                                                                               
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
EQUITY INCOME - CLASS T
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
EQUITY INCOME - CLASS T                                                                                           
 
Lipper Equity Income Funds AverageC                                                                               
 
S&P 500                                                                                                           
 
Consumer Price Index                                                                                              
 
</TABLE>
 
BALANCED - CLASS T
 
<TABLE>
<CAPTION>
<S>                              <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+           1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
BALANCED - CLASS T                                                                                                 
 
Lipper Balanced Funds AverageD                                                                                     
 
S&P 500                                                                                                            
 
Consumer Price Index                                                                                               
 
</TABLE>
 
HIGH YIELD - CLASS T
 
<TABLE>
<CAPTION>
<S>                                        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+               1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
HIGH YIELD - CLASS T                                                                                                   
 
Lipper High Current Yield Funds AverageE                                                                               
 
Merrill Lynch High Yield Master Index                                                                                  
 
Consumer Price Index                                                                                                   
 
</TABLE>
 
STRATEGIC INCOME - CLASS T
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    <C>   
Calendar year total returns+                                                                1995   1996   1997         
 
STRATEGIC INCOME - CLASS T                                                                                             
 
Lipper Multi-Sector Income Funds AverageF                                                                              
 
Merrill Lynch High Yield Master Index                                                                                  
 
Consumer Price Index                                                                                                   
 
</TABLE>
 
 
MORTGAGE SECURITIES - CLASS T
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
MORTGAGE SECURITIES - CLASS T                                                                                     
 
Lipper U.S. Mortgage Funds AverageG                                                                               
 
Lehman Brothers Mortgage-Backed                                                                                   
Securities Index                                                                                                  
 
Consumer Price Index                                                                                              
 
</TABLE>
 
GOVERNMENT INVESTMENT - CLASS T
 
<TABLE>
<CAPTION>
<S>                                    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+           1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GOVERNMENT INVESTMENT - CLASS T                                                                                    
 
Lipper General U.S. Government Bond                                                                                
Funds AverageH                                                                                                     
 
Lehman Brothers Government Bond                                                                                    
Index                                                                                                              
 
Consumer Price Index                                                                                               
 
</TABLE>
 
INTERMEDIATE BOND - CLASS T
 
<TABLE>
<CAPTION>
<S>                                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+            1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
INTERMEDIATE BOND - CLASS T                                                                                         
 
Lipper Intermediate Investment Grade                                                                                
Bond Funds AverageI                                                                                                 
 
Lehman Brothers Intermediate                                                                                        
Government/Corporate Bond Index                                                                                     
 
Consumer Price Index                                                                                                
 
</TABLE>
 
SHORT FIXED-INCOME - CLASS T
 
<TABLE>
<CAPTION>
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+         1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
SHORT FIXED-INCOME - CLASS T                                                                                     
 
Lipper Short Investment Grade Bond                                                                               
Funds AverageJ                                                                                                   
 
Lehman Brothers 1-3 Year                                                                                         
Government/Corporate Bond Index                                                                                  
 
Consumer Price Index                                                                                             
 
</TABLE>
 
MUNICIPAL  INCOME- CLASS T
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
MUNICIPAL INCOME- CLASS T                                                                                    
 
Lipper General Municipal Debt                                                                                
Funds AverageK                                                                                               
 
Consumer Price Index                                                                                         
 
</TABLE>
 
INTERMEDIATE MUNICIPAL INCOME - CLASS T
 
<TABLE>
<CAPTION>
<S>                                       <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+              1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
INTERMEDIATE MUNICIPAL INCOME - CLASS T                                                                               
 
Lipper Intermediate Municipal Debt                                                                                    
Funds AverageL                                                                                                        
 
Consumer Price Index                                                                                                  
 
</TABLE>
 
SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS T
 
<TABLE>
<CAPTION>
<S>                                      <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    <C>   
Calendar year total returns+                                                       1995   1996   1997         
 
SHORT-INTERMEDIATE MUNICIPAL INCOME -                                                                         
CLASS T                                                                                                       
 
Lipper Short-Intermediate Municipal                                                                           
Debt Funds AverageM                                                                                           
 
Consumer Price Index                                                                                          
 
</TABLE>
 
 
TECHNOQUANT GROWTH - CLASS B
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
TECHNOQUANT GROWTH - CLASS B                                                                      
 
Lipper Growth Funds Average                                                                       
 
S&P 500                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
MID CAP - CLASS B
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
MID CAP - CLASS B                                                                                 
 
Lipper Mid Cap Funds Average                                                                      
 
S&P 400                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
EQUITY GROWTH - CLASS B
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
EQUITY GROWTH - CLASS B                                                                                    
 
Lipper Growth Funds AverageA                                                                               
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
GROWTH OPPORTUNITIES - CLASS B
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GROWTH OPPORTUNITIES - CLASS B                                                                               
 
Lipper Growth Funds AverageA                                                                                 
 
S&P 500                                                                                                      
 
Consumer Price Index                                                                                         
 
</TABLE>
 
STRATEGIC OPPORTUNITIES - CLASS B
 
<TABLE>
<CAPTION>
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+         1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
STRATEGIC OPPORTUNITIES - CLASS B                                                                                
 
Lipper Capital Appreciation FundsB                                                                               
 
S&P 500                                                                                                          
 
Consumer Price Index                                                                                             
 
</TABLE>
 
LARGE CAP - CLASS B
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
LARGE CAP - CLASS B                                                                               
 
Lipper Growth Funds Average                                                                       
 
S&P 500                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
GROWTH & INCOME - CLASS B
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GROWTH & INCOME - CLASS B                                                                                  
 
Lipper Growth Funds AverageA                                                                               
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
EQUITY INCOME - CLASS B
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
EQUITY INCOME - CLASS B                                                                                           
 
Lipper Equity Income Funds AverageC                                                                               
 
S&P 500                                                                                                           
 
Consumer Price Index                                                                                              
 
</TABLE>
 
BALANCED - CLASS B
 
<TABLE>
<CAPTION>
<S>                              <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+           1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
BALANCED - CLASS B                                                                                                 
 
Lipper Balanced Funds AverageD                                                                                     
 
S&P 500                                                                                                            
 
Consumer Price Index                                                                                               
 
</TABLE>
 
HIGH YIELD - CLASS B
 
<TABLE>
<CAPTION>
<S>                                        <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>  
 
Calendar year total returns+                     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997        
 
 
HIGH YIELD - CLASS B                                                                                                        
 
 
Lipper High Current Yield Funds AverageE                                                                                    
 
 
Merrill Lynch High Yield Master Index                                                                                       
 
 
Consumer Price Index                                                                                                        
 
 
</TABLE>
 
STRATEGIC INCOME - CLASS B
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    <C>   
Calendar year total returns+                                                          1995   1996   1997         
 
STRATEGIC INCOME - CLASS B                                                                                       
 
Lipper Multi-Sector Income Funds AverageF                                                                        
 
Merrill Lynch High Yield Master Index                                                                            
 
Consumer Price Index                                                                                             
 
</TABLE>
 
 
MORTGAGE SECURITIES - CLASS B
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
MORTGAGE SECURITIES - CLASS B                                                                                     
 
Lipper U.S. Mortgage Funds AverageG                                                                               
 
Lehman Brothers Mortgage-Backed                                                                                   
Securities Index                                                                                                  
 
Consumer Price Index                                                                                              
 
</TABLE>
 
GOVERNMENT INVESTMENT - CLASS B
 
<TABLE>
<CAPTION>
<S>                                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+            1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GOVERNMENT INVESTMENT - CLASS B                                                                                     
 
Lipper General U.S. Government Bond                                                                                 
Funds AverageH                                                                                                      
 
Lehman Brothers Government Bond Index                                                                               
 
Consumer Price Index                                                                                                
 
</TABLE>
 
INTERMEDIATE BOND - CLASS B
 
<TABLE>
<CAPTION>
<S>                                    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+           1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
INTERMEDIATE BOND - CLASS B                                                                                        
 
Lipper Intermediate Investment Grade                                                                               
Bond Funds AverageI                                                                                                
 
Lehman Brothers Intermediate                                                                                       
Government/Corporate Bond Index                                                                                    
 
Consumer Price Index                                                                                               
 
</TABLE>
 
MUNICIPAL INCOME- CLASS B
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
MUNICIPAL INCOME - CLASS B                                                                                   
 
Lipper General Municipal Debt                                                                                
Funds AverageK                                                                                               
 
Consumer Price Index                                                                                         
 
</TABLE>
 
INTERMEDIATE MUNICIPAL INCOME - CLASS B
 
<TABLE>
<CAPTION>
<S>                                       <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+              1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
INTERMEDIATE MUNICIPAL INCOME - CLASS B                                                                               
 
Lipper Intermediate Municipal Debt                                                                                    
Funds AverageL                                                                                                        
 
Consumer Price Index                                                                                                  
 
</TABLE>
 
TECHNOQUANT GROWTH - CLASS C
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
TECHNOQUANT GROWTH - CLASS C                                                                      
 
Lipper Growth Funds Average                                                                       
 
S&P 500                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
MID CAP - CLASS C
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
MID CAP - CLASS C                                                                                 
 
Lipper Mid Cap Funds Average                                                                      
 
S&P 400                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
EQUITY GROWTH - CLASS C
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
EQUITY GROWTH - CLASS C                                                                                    
 
Lipper Growth Funds AverageA                                                                               
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
GROWTH OPPORTUNITIES - CLASS C
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GROWTH OPPORTUNITIES - CLASS C                                                                               
 
Lipper Growth Funds AverageA                                                                                 
 
S&P 500                                                                                                      
 
Consumer Price Index                                                                                         
 
</TABLE>
 
LARGE CAP - CLASS C
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>   
Calendar year total returns+                                                         1997         
 
LARGE CAP - CLASS C                                                                               
 
Lipper Growth Funds Average                                                                       
 
S&P 500                                                                                           
 
Consumer Price Index                                                                              
 
</TABLE>
 
 
GROWTH & INCOME - CLASS C
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GROWTH & INCOME - CLASS C                                                                                  
 
Lipper Growth Funds AverageA                                                                               
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
EQUITY INCOME - CLASS C
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
EQUITY INCOME - CLASS C                                                                                           
 
Lipper Equity Income Funds AverageC                                                                               
 
S&P 500                                                                                                           
 
Consumer Price Index                                                                                              
 
</TABLE>
 
BALANCED - CLASS C
 
<TABLE>
<CAPTION>
<S>                              <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+           1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
BALANCED - CLASS C                                                                                                 
 
Lipper Balanced Funds AverageD                                                                                     
 
S&P 500                                                                                                            
 
Consumer Price Index                                                                                               
 
</TABLE>
 
HIGH YIELD - CLASS C
 
<TABLE>
<CAPTION>
<S>                                        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+               1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
HIGH YIELD - CLASS C                                                                                                   
 
Lipper High Current Yield Funds AverageE                                                                               
 
Merrill Lynch High Yield Master Index                                                                                  
 
Consumer Price Index                                                                                                   
 
</TABLE>
 
STRATEGIC INCOME - CLASS C
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    <C>   
Calendar year total returns+                                                          1995   1996   1997         
 
STRATEGIC INCOME - CLASS C                                                                                       
 
Lipper Multi-Sector Income Funds AverageF                                                                        
 
Merrill Lynch High Yield Master Index                                                                            
 
Consumer Price Index                                                                                             
 
</TABLE>
 
 
GOVERNMENT INVESTMENT - CLASS C
 
<TABLE>
<CAPTION>
<S>                                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+            1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
GOVERNMENT INVESTMENT - CLASS C                                                                                     
 
Lipper General U.S. Government Bond                                                                                 
Funds AverageH                                                                                                      
 
Lehman Brothers Government Bond Index                                                                               
 
Consumer Price Index                                                                                                
 
</TABLE>
 
INTERMEDIATE BOND - CLASS C
 
<TABLE>
<CAPTION>
<S>                                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+            1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
INTERMEDIATE BOND - CLASS C                                                                                         
 
Lipper Intermediate Investment Grade                                                                                
Bond Funds AverageI                                                                                                 
 
Lehman Brothers Intermediate                                                                                        
Government/Corporate Bond Index                                                                                     
 
Consumer Price Index                                                                                                
 
</TABLE>
 
SHORT FIXED-INCOME - CLASS C
 
<TABLE>
<CAPTION>
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+         1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
SHORT FIXED-INCOME - CLASS C                                                                                     
 
Lipper Short Investment Grade Bond                                                                               
Funds AverageJ                                                                                                   
 
Lehman Brothers 1-3 Year                                                                                         
Government/Corporate Bond Index                                                                                  
 
Consumer Price Index                                                                                             
 
</TABLE>
 
MUNICIPAL INCOME- CLASS C
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
MUNICIPAL INCOME- CLASS C                                                                                    
 
Lipper General Municipal Debt                                                                                
Funds AverageK                                                                                               
 
Consumer Price Index                                                                                         
 
</TABLE>
 
INTERMEDIATE MUNICIPAL INCOME - CLASS C
 
<TABLE>
<CAPTION>
<S>                                       <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   
Calendar year total returns+              1988   1989   1990   1991   1992   1993   1994   1995   1996   1997         
 
INTERMEDIATE MUNICIPAL INCOME - CLASS C                                                                               
 
Lipper Intermediate Municipal Debt                                                                                    
Funds AverageL                                                                                                        
 
Consumer Price Index                                                                                                  
 
</TABLE>
 
+ RETURNS DO NOT INCLUDE THE EFFECT OF PAYING CLASS A OR CLASS T'S
MAXIMUM FRONT-END SALES CHARGE OR CLASS B AND CLASS C'S APPLICABLE
CONTINGENT DEFERRED SALES CHARGE.
 INITIAL OFFERING OF CLASS A FOR EACH FUND (EXCEPT MORTGAGE
SECURITIES)TOOK PLACE ON SEPTEMBER 3, 1996. CLASS A RETURNS PRIOR TO
SEPTEMBER 3, 1996 (EXCEPT FOR EQUITY GROWTH, EQUITY INCOME,
INTERMEDIATE BOND, AND INTERMEDIATE MUNICIPAL INCOME) ARE THOSE OF
CLASS T WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65% PRIOR TO JANUARY 1,
1996) FOR EQUITY FUNDS AND 0.15% FOR SHORT-TERM BOND FUNDS. IF CLASS
A'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO SEPTEMBER 3,
1996 FOR THE EQUITY FUNDS WOULD HAVE BEEN HIGHER.
 FOR EQUITY GROWTH, EQUITY INCOME, INTERMEDIATE BOND, AND INTERMEDIATE
MUNICIPAL INCOME, RETURNS FROM SEPTEMBER 3, 1996 THROUGH SEPTEMBER 10,
1992 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65%
PRIOR TO JANUARY 1, 1996) FOR EQUITY GROWTH AND EQUITY INCOME AND
0.25% FOR INTERMEDIATE BOND AND INTERMEDIATE MUNICIPAL INCOME. CLASS A
RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE THOSE OF INSTITUTIONAL CLASS
WHICH HAS NO 12B-1 FEE. IF CLASS A'S 12B-1 FEE HAD BEEN REFLECTED,
TOTAL RETURNS PRIOR TO SEPTEMBER 3, 1996 THROUGH SEPTEMBER 10, 1992
WOULD HAVE BEEN HIGHER AND TOTAL RETURNS PRIOR TO SEPTEMBER 10, 1992
WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS A, CLASS T, AND CLASS B OF MORTGAGE
SECURITIES TOOK PLACE ON MARCH 3, 1997. CLASS A, CLASS T, AND CLASS B
RETURNS PRIOR TO MARCH 3, 1997 ARE THOSE OF INITIAL CLASS WHICH HAS NO
12B-1 FEE. IF CLASS A'S, CLASS T'S, AND CLASS B'S RESPECTIVE 12B-1
FEES HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO MARCH 3, 1997 TOTAL
RETURNS WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS T OF EQUITY GROWTH, EQUITY INCOME,
INTERMEDIATE BOND, AND INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON
SEPTEMBER 10, 1992. CLASS T RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE
THOSE OF INSTITUTIONAL CLASS WHICH HAS NO 12B-1 FEE. IF CLASS T'S
12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO SEPTEMBER 10,
1992 WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF EQUITY GROWTH TOOK PLACE ON DECEMBER
31, 1996. CLASS B RETURNS FROM DECEMBER 31, 1996 THROUGH SEPTEMBER 10,
1992 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65%
PRIOR TO JANUARY 1, 1996). CLASS B RETURNS PRIOR TO SEPTEMBER 10, 1992
ARE THOSE OF INSTITUTIONAL CLASS WHICH HAS NO 12B-1 FEE. IF CLASS B'S
12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF BALANCED TOOK PLACE ON DECEMBER 31,
1996. CLASS B RETURNS PRIOR TO DECEMBER 31, 1996 ARE THOSE OF CLASS T
WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65% PRIOR TO JANUARY 1, 1996).
IF CLASS B'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS WOULD HAVE
BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF GROWTH OPPORTUNITIES TOOK PLACE ON
MARCH 3, 1997. CLASS B RETURNS PRIOR TO MARCH 3, 1997 ARE THOSE OF
CLASS T WHICH REFLECT A 12B-1 FEE OF 0.50%(0.65% PRIOR TO JANUARY 1,
1996). IF CLASS B'S 12B-1 FEE HAD BEEN REFLECTED PRIOR TO MARCH 3,
1997, TOTAL RETURNS WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF EQUITY INCOME, INTERMEDIATE BOND, AND
INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON JUNE 30, 1994. CLASS B
RETURNS PRIOR TO JUNE 30, 1994 THROUGH SEPTEMBER 10, 1992 ARE THOSE OF
CLASS T WHICH REFLECT A 12B-1 FEE OF 0.65% FOR EQUITY INCOME, AND
0.25% FOR INTERMEDIATE BOND AND INTERMEDIATE MUNICIPAL INCOME. CLASS B
RETURNS PRIOR TO SEPTEMBER 10, 1992 ARE THOSE OF INSTITUTIONAL CLASS
WHICH HAS NO 12B-1 FEE. IF CLASS B'S 12B-1 FEE HAD BEEN REFLECTED,
TOTAL RETURNS PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN LOWER.
 INITIAL OFFERING OF CLASS B OF STRATEGIC OPPORTUNITIES TOOK PLACE ON
JUNE 30, 1994. CLASS B RETURNS PRIOR TO JUNE 30, 1994 ARE THOSE OF
CLASS T WHICH REFLECT A 12B-1 FEE OF 0.65%. IF CLASS B'S 12B-1 FEE HAD
BEEN REFLECTED, TOTAL RETURNS PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN
LOWER.
 INITIAL OFFERING OF CLASS B OF HIGH YIELD, GOVERNMENT INVESTMENT, AND
MUNICIPAL INCOME TOOK PLACE ON JUNE 30, 1994. CLASS B RETURNS PRIOR TO
JUNE 30, 1994 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.25%.
IF CLASS B'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO JUNE
30, 1994 WOULD HAVE BEEN LOWER.
    INITIAL OFFERING OF CLASS C OF STRATEGIC INCOME TOOK PLACE ON
NOVEMBER 3, 1997.     CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 ARE
THOSE OF CLASS B WHICH REFLECT A 12B-1 FEE OF 0.90%(1.00% PRIOR TO
JANUARY 1, 1996). IF CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL
RETURNS AFTER DECEMBER 31, 1995 WOULD HAVE BEEN LOWER.
    INITIAL OFFERING OF CLASS C OF EQUITY GROWTH TOOK PLACE ON
NOVEMBER 3, 1997.     CLASS C    RETURNS PRIOR TO NOVEMBER 3, 1997
THROUGH SEPTEMBER 10, 1992 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1
FEE OF 0.50% (0.65% PRIOR TO JANUARY 1, 1996).     CLASS C RETURNS
PRIOR TO SEPTEMBER 10, 1992 ARE THOSE OF INSTITUTIONAL CLASS WHICH HAS
NO 12B-1 FEE. IF CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS
WOULD HAVE BEEN LOWER.
 I   NITIAL OFFERING OF CLASS C OF GROWTH OPPORTUNITIES TOOK PLACE ON
NOVEMBER 3, 1997. CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH
MARCH 3, 1997 ARE THOSE OF CLASS B WHICH REFLECT A 12B-1 FEE OF 1.00%.
    CLASS C RETURNS PRIOR TO MARCH 3, 1997 ARE THOSE OF CLASS T WHICH
REFLECT A 12B-1 FEE OF 0.50% (0.65% PRIOR TO JANUARY 1, 1996). IF
CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO MARCH
3, 1997 WOULD HAVE BEEN LOWER.
    INITIAL OFFERING OF CLASS C OF BALANCED TOOK PLACE ON NOVERMBER 3,
1997. CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH DECEMBER 31,
1996 ARE THOSE OF CLASS B WHICH REFLECT A 12B-1 FEE OF 1.00%.
    CLASS C RETURNS PRIOR TO DECEMBER 31, 1996 ARE THOSE OF CLASS T
WHICH REFLECT A 12B-1 FEE OF 0.50% (0.65% PRIOR TO JANUARY 1, 1996).
IF CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS PRIOR TO
DECEMBER 31, 1996 WOULD HAVE BEEN LOWER.
    INITIAL OFFERING OF CLASS C OFR HIGH YIELD, GOVERNMENT INVESTMENT,
AND MUNICIPAL INCOME TOOK PLACE ON NOVEMBER 3, 1997.     CLASS C
RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH JUNE 30, 1994 ARE THOSE OF
CLASS B WHICH REFLECT A 12B-1 FEE OF 0.90% (1.00% PRIOR TO JANUARY 1,
1996). CLASS C RETURNS PRIOR TO JUNE 30, 1994 ARE THOSE OF CLASS T
WHICH REFLECT A 12B-1 FEE OF 0.25%. IF CLASS C'S 12B-1 FEE HAD BEEN
REFLECTED, TOTAL RETURNS PRIOR TO APRIL 30, 1997 THROUGH DECEMBER 31,
1995 AND PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN LOWER.
    INITIAL OFFERFING OF CLASS C OF TECHNOQUANT GROWTH, MID CAP, LARGE
CAP, AND GROWTH & INCOME TOOK PLACE ON NOVEMBER 3, 1997.     CLASS C
RETURNS PRIOR TO NOVEMBER 3, 1997 ARE THOSE OF CLASSB AND A 12B-1 FEE
OF 1.00%.
    INITIAL OFFERRING OF CLASS C RETURNS OF SHORT FIXED-INCOME TOOK
PLACE ON NOVEMBER 3, 1997.     CLASS C RETURNS PRIOR TO NOVEMBER 3,
1997 ARE THOSE OF CLASS T WHICH REFLECT A 12B-1 FEE OF 0.15%. IF CLASS
C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS WOULD HAVE BEEN LOWER.
 I   NITIAL OFFERING OF CLASS C OF EQUITY INCOME, INTERMEDIATE BOND,
AND INTERMEDIATE MUNICIPAL INCOME TOOK PLACE ON NOVEMBER 3, 1997.
    CLASS C RETURNS PRIOR TO NOVEMBER 3, 1997 THROUGH JUNE 30, 1994
ARE THOSE OF CLASS B WHICH REFLECT A 12B-1 FEE OF 1.00% FOR EQUITY
INCOME AND 0.90% (1.00% PRIOR TO JANUARY 1, 1996) FOR INTERMEDIATE
BOND AND INTERMEDIATE MUNICIPAL INCOME. CLASS C RETURNS PRIOR TO JUNE
30, 1994 THROUGH SEPTEMBER 10, 1992 ARE THOSE OF CLASS T WHICH REFLECT
A 12B-1 FEE OF 0.65% FOR EQUITY INCOME AND 0.25% FOR INTERMEDIATE BOND
AND INTERMEDIATE MUNICIPAL INCOME. CLASS C RETURNS PRIOR TO SEPTEMBER
10, 1992 ARE THOSE OF INSTITUTIONAL CLASS WHICH HAS NO 12B-1 FEE. IF
CLASS C'S 12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS FOR EQUITY
INCOME PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN LOWER. IF CLASS C'S
12B-1 FEE HAD BEEN REFLECTED, TOTAL RETURNS FOR INTERMEDIATE BOND AND
INTERMEDIATE MUNICIPAL INCOME    PRIOR TO NOVEMBER 3, 1997     THROUGH
DECEMBER 31, 1995 AND PRIOR TO JUNE 30, 1994 WOULD HAVE BEEN LOWER.
[A] THE LIPPER GROWTH FUNDS AVERAGE CURRENTLY REFLECTS THE PERFORMANCE
OF OVER __ MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[B] THE LIPPER CAPITAL APPRECIATION FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[C] THE LIPPER EQUITY INCOME FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[D] THE LIPPER BALANCED FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[E] THE LIPPER HIGH CURRENT YIELD FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[F] THE LIPPER MULTI-SECTOR INCOME FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER __  MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[G] THE LIPPER U.S. MORTGAGE FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[H] THE LIPPER GENERAL U.S. GOVERNMENT BOND FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR
OBJECTIVES.
[I] THE LIPPER INTERMEDIATE INVESTMENT GRADE BOND FUNDS AVERAGE
CURRENTLY REFLECTS THE PERFORMANCE OF OVER __ MUTUAL FUNDS WITH
SIMILAR OBJECTIVES.
[J] THE LIPPER SHORT INVESTMENT GRADE BOND FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR
OBJECTIVES.
[K] THE LIPPER GENERAL MUNICIPAL DEBT FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[L] THE LIPPER INTERMEDIATE MUNICIPAL DEBT FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER __ MUTUAL FUNDS WITH SIMILAR
OBJECTIVES.
[M] THE LIPPER SHORT-INTERMEDIATE MUNICIPAL DEBT FUNDS AVERAGE
CURRENTLY REFLECTS THE PERFORMANCE OF OVER __ MUTUAL FUNDS WITH
SIMILAR OBJECTIVES.
TECHNOQUANT IS A TRADEMARK OF FMR CORP.

FIDELITY ADVISOR FUNDS INSTITUTIONAL CLASS PROSPECTUS
 
CROSS REFERENCE SHEET
 
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                               <C>                                                   
1            ..............................    Cover Page                                            
 
2     a      ..............................    Expenses                                              
 
      b,c    ..............................    *                                                     
 
3     a      ..............................    *                                                     
 
      b      ..............................    *                                                     
 
      c      ..............................    Performance                                           
 
      d      ..............................    Performance                                           
 
4     a      i.............................    Charter                                               
 
             ii...........................     Investment Principles and Risks                       
 
      b      ..............................    Investment Principles and Risks                       
 
      c      ..............................    Who May Want to Invest; Investment Principles         
                                               and Risks                                             
 
5     a      ..............................    Charter                                               
 
      b      i.............................    Charter                                               
 
             ii...........................     Charter                                               
 
             iii..........................     Breakdown of Expenses                                 
 
      c      ..............................    Charter                                               
 
      d      ..............................    Charter; Breakdown of Expenses                        
 
      e      ..............................    Charter; Breakdown of Expenses                        
 
      f      ..............................    Expenses                                              
 
      g      i.............................    Charter                                               
 
             ii.............................   *                                                     
 
      5A     ..............................    *                                                     
 
6     a      i.............................    Charter                                               
 
             ii...........................     How to Buy Shares; How to Sell Shares;                
                                               Transaction Details; Exchange Restrictions            
 
             iii..........................     Charter                                               
 
      b      .............................     Charter                                               
 
      c      ..............................    Transactions Details; Exchange Restrictions           
 
      d      ..............................    Who May Want to Invest                                
 
      e      ..............................    Cover Page; How to Buy Shares; How to Sell            
                                               Shares; Investor Services                             
 
      f, g   ..............................    Dividends, Capital Gains, and Taxes                   
 
      h      ..............................    Who May Want to Invest                                
 
7     a      ..............................    Cover Page; Charter                                   
 
      b      ..............................    How to Buy Shares; Transaction Details                
 
      c      ..............................    *                                                     
 
      d      ..............................    How to Buy Shares                                     
 
      e      ..............................    Breakdown of Expenses; Transaction Details            
 
      f      ..............................    Breakdown of Expenses                                 
 
8            ..............................    How to Sell Shares; Investor Services; Transaction    
                                               Details; Exchange Restrictions                        
 
9            ..............................    *                                                     
 
</TABLE>
 
* Not Applicable
 
 
 
 
FIDELITY ADVISOR FUNDS
INSTITUTIONAL CLASS
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of a fund's most recent financial report and portfolio listing or
a copy of the Statement of Additional Information (SAI) dated
Febru   ary 28, 1998    . The SAI has been filed with the Securities
and Exchange Commission (SEC) and is available along with other
related materials on the SEC's Internet Web site (http://www.sec.gov).
The SAI is incorporated herein by reference (legally forms a part of
the prospectus). For a free copy of either document, contact Fidelity
Distributors Corporation (FDC), 82 Devonshire Street, Boston, MA
02109, or your investment professional.
 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR 
OBLIGATIONS OF, OR GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY 
THE FDIC, FEDERAL RESERVE BOARD OR ANY OTHER 
AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, 
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT 
INVESTED.
HIGH YIELD AND STRATEGIC INCOME MAY INVEST SIGNIFICANTLY IN
LOWER-QUALITY DEBT SECURITIES, SOMETIMES CALLED "JUNK BONDS." THESE
SECURITIES CARRY GREATER RISKS, SUCH AS THE RISK OF DEFAULT, THAN
OTHER DEBT SECURITIES.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT 
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION, NOR HAS THE 
SECURITIES AND EXCHANGE COMMISSION PASSED 
UPON THE ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 
IS A CRIMINAL OFFENSE. 
   ACOMI-PRO-0298    
GROWTH FUNDS:
Fidelity Advisor TechnoQuant   SM     Growth Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Large Cap Fund
GROWTH AND INCOME FUNDS:
Fidelity Advisor Growth & Income Fund
Fidelity Advisor Equity Income Fund
Fidelity Advisor Balanced Fund 
TAXABLE INCOME FUNDS:
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Mortgage Securities Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Intermediate Bond Fund
Fidelity Advisor Short Fixed-Income Fund
MUNICIPAL FUNDS:
   Fidelity Advisor Municipal Income Fund 
(formerly Fidelity Advisor High Income Municipal Fund)    
Fidelity Advisor Intermediate Municipal Income Fund
Fidelity Advisor Short-Intermediate Municipal Income    Fu    nd
 
 
 
PROSPECTUS
   FEBRUARY 28, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET,
BOSTON, MA 02109    
   CONTENTS
    
 
 
<TABLE>
<CAPTION>
<S>                                <C>   <C>                                                               
KEY FACTS                                WHO MAY WANT TO INVEST                                            
 
                                         EXPENSES INSTITUTIONAL CLASS'S YEARLY OPERATING EXPENSES.         
 
                                         FINANCIAL HIGHLIGHTS A SUMMARY OF EACH FUND'S FINANCIAL DATA.     
 
                                         PERFORMANCE HOW EACH FUND HAS DONE OVER TIME.                     
 
THE FUNDS IN DETAIL                      CHARTER HOW EACH FUND IS ORGANIZED.                               
 
                                         INVESTMENT PRINCIPLES AND RISKS EACH FUND'S OVERALL APPROACH      
                                         TO INVESTING.                                                     
 
                                         BREAKDOWN OF EXPENSES HOW OPERATING COSTS ARE CALCULATED          
                                         AND WHAT THEY INCLUDE.                                            
 
YOUR ACCOUNT                             TYPES OF ACCOUNTS DIFFERENT WAYS TO SET UP YOUR ACCOUNT,          
                                         INCLUDING TAX-SHELTERED RETIREMENT PLANS.                         
 
                                         HOW TO BUY SHARES OPENING AN ACCOUNT AND MAKING ADDITIONAL        
                                         INVESTMENTS.                                                      
 
                                         HOW TO SELL SHARES TAKING MONEY OUT AND CLOSING YOUR ACCOUNT.     
 
                                         INVESTOR SERVICES SERVICES TO HELP YOU MANAGE YOUR ACCOUNT.       
 
SHAREHOLDER AND ACCOUNT POLICIES         DIVIDENDS, CAPITAL GAINS, AND TAXES                               
 
                                         TRANSACTION DETAILS SHARE PRICE CALCULATIONS AND THE TIMING OF    
                                         PURCHASES AND REDEMPTIONS.                                        
 
                                         EXCHANGE RESTRICTIONS                                             
 
                                         APPENDIX A                                                        
 
                                         APPENDIX B                                                        
 
</TABLE>
 
KEY FACTS
 
 
WHO MAY WANT TO INVEST
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 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,
non-employee benefit plan accounts 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; and
    
   5. Fidelity Trustees and employees.    
   For purchases made by managed account programs or insurance company
separate accounts, FDC reserves the right to waive the requirement
that $1 million be invested in the Institutional Class of the Advisor
funds. Employee benefit plan investors must meet additional
requirements specified in the funds' SAI.    
TechnoQuan   tSM     Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income,
Equity Income, Balanced, High Yield, Mortgage Securities, Government
Investment, Intermediate Bond, Short Fixed-Income,    Munici    pal
Income,    and     Intermediate Municipal Income are diversified
funds.
   Strategic     Income and Short-Intermediate Municipal Income are
non-diversified funds. Non-diversified funds 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.
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
and Balanced are designed for investors who are willing to ride out
stock market fluctuations in pursuit of potentially high long-term
returns. TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, and Large Cap are designed for
investors who want to be invested in the stock market for its
long-term growth potential. These funds invest for growth and do not
pursue income. Growth & Income, Equity Income, and Balanced are
designed for those investors who seek a combination of growth and
income from equity and some bond investments.
TechnoQuant Growth is designed to provide an alternative to more
traditional styles of investing for growth-oriented investors. The
fund utilizes computer-aided quantitative analysis emphasizing
technical factors, such as historical price and volume relationships.
High Yield and Strategic Income are designed for investors who want
high current income with some potential for capital growth from a
portfolio of debt instruments with a focus on lower-quality debt
securities and income-producing equity securities. These funds may be
appropriate for long-term, aggressive investors who understand the
potential risks and rewards of investing in lower-quality debt
securities, including defaulted securities.
Strategic Income may also be appropriate for investors who want to
pursue their investment goals in markets outside of the United States.
By including international investments in your portfolio, you can
achieve additional diversification and participate in growth
opportunities around the world.
Mortgage Securities is designed for investors who seek high current
income from a portfolio of mortgage-related securities of all types.
Government Investment is designed for investors who seek high current
income from a portfolio of U.S. Government securities in a manner
consistent with preserving principal. 
Intermediate Bond and Short Fixed-Income are designed for investors
who seek high current income from a portfolio of investment-grade debt
securities consistent with capital preservation. 
Municipal    Income    , Intermediate Municipal Income, and
Short-Intermediate Municipal Income are designed for investors in
higher tax brackets who seek high current income that is free from
federal income tax.    Intermediate     Municipal Income and
Short-Intermediate Municipal Income also invest consistent with
consideration of capital preserv   ation    .
The value of each fund's investments and, as applicable, the income
they generate, will vary from day to day, and generally reflect
changes in market conditions, interest rates and other company,
political, and economic news. In the short term, stock prices can
fluctuate dramatically in response to these factors. The securities of
small, less well-known companies may be more volatile than those of
larger companies. Bond values fluctuate based on changes in interest
rates and the credit quality of the issuer, and may be subject to
prepayment risk, which can limit their price appreciation potential in
periods of declining interest rates. Over time, however, stocks,
although more volatile, have shown greater growth potential than other
types of securities. Investments in foreign securities may involve
risks in addition to those of U.S. investments, including increased
political and economic risk, as well as exposure to currency
fluctuations.
Each fund is not in itself a balanced investment plan. You should
consider your investment objective and tolerance for risk when making
an investment decision. When you sell your fund shares, they may be
worth more or less than what you paid for them.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio. Each
fund offers Institutional Class shares, Class A shares, and Class T
shares. Certain of the funds also offer Class B shares and Class C
shares. Class A and Class T shares have a front-end sales charge and
pay a 12b-1 fee. Class A and Class T shares may be subject to a
contingent deferred sales charge (CDSC). Class B and Class C shares do
not have a front-end sales charge, but do have a CDSC, and pay a 12b-1
fee. You may obtain more information about Class A, Class T, Class B,
and Class C 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. For example, 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.
   The Board of Trustees of Fidelity Advisor Short-Intermediate
Municipal Income Fund has unanimously approved an Agreement and Plan
of Reorganization ("Agreement") between Fidelity Advisor
Short-Intermediate Municipal Income Fund and Fidelity Advisor
Intermediate Municipal Income Fund, a fund of Fidelity Advisor Series
VI. The Agreement provides for the transfer of all of the assets and
the assumption of all of the liabilities of Fidelity Advisor
Short-Intermediate Municipal Income Fund solely in exchange for Class
A, Class T, and Institutional Class shares of Fidelity Advisor
Intermediate Municipal Income Fund equal in value to the relative net
asset value of the outstanding shares of Class A, Class T, and
Institutional Class, respectively, of Fidelity Advisor
Short-Intermediate Municipal Income Fund. Following such exchange,
Fidelity Advisor Short-Intermediate Municipal Income Fund will
distribute such shares pro rata to the corresponding class in
liquidation of Fidelity Advisor Short-Intermediate Municipal Income
Fund as provided in the Agreement (the transactions contemplated by
the Agreement referred to as the "Reorganization").The Reorganization
can be consummated only if, among other things, it is approved by a
majority vote of shareholders. A Special Meeting (the "Meeting") of
the Shareholders of Fidelity Advisor Short-Intermediate Municipal
Income Fund will be held on May 4, 1998, and approval of the Agreement
will be voted on at that time. In connection with the Meeting,
Fidelity Advisor Short-Intermediate Municipal Income Fund will be
filing with the Securities and Exchange Commission and delivering to
its shareholders of record a Proxy Statement describing the
Reorganization and a Prospectus for Fidelity Advisor Intermediate
Municipal Income Fund.If the Agreement is approved at the Meeting and
certain conditions required by the Agreement are satisfied, the
Reorganization is expected to become effective on or about May 28,
1998. If shareholder approval of the Agreement is delayed due to
failure to meet a quorum or otherwise, the Reorganization will become
effective, if approved, as soon as practicable thereafter.In the event
Fidelity Advisor Short-Intermediate Municipal Income Fund shareholders
fail to approve the Agreement, Fidelity Advisor Short-Intermediate
Municipal Income Fund will continue to engage in business as a
registered investment company and the Board of Trustees will consider
other proposals for the reorganization or liquidation of the Fund.    
   Effective January 1, 1998 Fidelity Advisor Short-Intermediate
Municipal Income Fund was closed to new accounts pending the
reorganization.    
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell Institutional Class shares of a fund. In addition, you may be
charged an annual account maintenance fee if your account balance
falls below $2,500. See "Transaction Details," page , for an
explanation of how and when these charges apply.
                  
 
SALES CHARGE ON PURCHASES AND REINVESTED DISTRIBUTIONS   NONE   
 
DEFERRED SALES CHARGE ON REDEMPTIONS                     NONE   
 
ANNUAL ACCOUNT MAINTENANCE FEE (FOR ACCOUNTS UNDER $2,500)   $12.00    
 
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to Fidelity Management & Research Company
(FMR) that, for Growth Opportunities and Strategic Opportunities,
varies based on performance. Each fund also incurs other expenses for
services such as maintaining shareholder records and furnishing
shareholder statements and financial reports.
Institutional Class's expenses are factored into its share price or
dividends and are not charged directly to shareholder accounts (see
"Breakdown of Expenses" on page --).
The following figures are based on estimated or historical expenses,
adjusted to reflect current fees, of the Institutional Class of each
fund and are calculated as a percentage of average net assets of the
Institutional Class of each fund. 
EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment in Institutional Class shares of a
fund, assuming a 5% annual return and full redemption at the end of
each time period. Total expenses shown on the next page include any
shareholder transaction expenses and Institutional Class's annual
operating expenses. 
EQUITY FUNDS
        
       
       
       
       
      OPERATING EXPENSES         EXAMPLES                     
 
 
<TABLE>
<CAPTION>
<S>                       <C>                                     <C>    <C>        <C>   
TECHNOQUANT GROWTH        MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES                                 5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
MID CAP                   MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES                                 5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
EQUITY GROWTH             MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES                                 5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
GROWTH OPPORTUNITIES      MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES                                 5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
STRATEGIC OPPORTUNITIES   MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES                                 5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
LARGE CAP                 MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES  (AFTER REIMBURSEMENT)          5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
GROWTH & INCOME           MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES                                 5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
EQUITY INCOME             MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES                                 5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
BALANCED                  MANAGEMENT FEE                                 1 YEAR           
 
                          12B-1 FEE                               NONE   3 YEARS          
 
                          OTHER EXPENSES                                 5 YEARS          
 
                          TOTAL OPERATING EXPENSES                       10 YEARS         
 
</TABLE>
 
 
TAXABLE INCOME FUNDS
        
       
       
       
       
      OPERATING EXPENSES         EXAMPLES                     
 
HIGH YIELD              MANAGEMENT FEE                     1 YEAR           
 
                        12B-1 FEE                   NONE   3 YEARS          
 
                        OTHER EXPENSES                     5 YEARS          
 
                        TOTAL OPERATING EXPENSES           10 YEARS         
 
STRATEGIC INCOME        MANAGEMENT FEE                     1 YEAR           
 
                        12B-1 FEE                  NONE    3 YEARS          
 
                        OTHER EXPENSES                     5 YEARS          
 
                        TOTAL OPERATING EXPENSES           10 YEARS         
 
MORTGAGE SECURITIES     MANAGEMENT FEE                     1 YEAR           
 
                        12B-1 FEE                  NONE    3 YEARS          
 
                        OTHER EXPENSES                     5 YEARS          
 
                        TOTAL OPERATING EXPENSES           10 YEARS         
 
GOVERNMENT INVESTMENT   MANAGEMENT FEE                     1 YEAR           
 
                        12B-1 FEE                   NONE   3 YEARS          
 
                        OTHER EXPENSES                     5 YEARS          
 
                        TOTAL OPERATING EXPENSES           10 YEARS         
 
INTERMEDIATE BOND       MANAGEMENT FEE                     1 YEAR           
 
                        12B-1 FEE                  NONE    3 YEARS          
 
                        OTHER EXPENSES                     5 YEARS          
 
                        TOTAL OPERATING EXPENSES           10 YEARS         
 
SHORT FIXED-INCOME      MANAGEMENT FEE                     1 YEAR           
 
                        12B-1 FEE                  NONE    3 YEARS          
 
                        OTHER EXPENSES                     5 YEARS          
 
                        TOTAL OPERATING EXPENSES           10 YEARS         
 
MUNICIPAL FUNDS
        
       
       
       
       
      OPERATING EXPENSES         EXAMPLES                     
 
MUNICIPAL INCOME   MANAGEMENT FEE                    1 YEAR           
 
                   12B-1 FEE                  NONE   3 YEARS          
 
                   OTHER EXPENSES                    5 YEARS          
 
                   TOTAL OPERATING EXPENSES          10 YEARS         
 
      OPERATING EXPENSES         EXAMPLES                     
 
 
<TABLE>
<CAPTION>
<S>                              <C>                        <C>    <C>        <C>   
INTERMEDIATE MUNICIPAL INCOME    MANAGEMENT FEE                    1 YEAR           
 
                                 12B-1 FEE                  NONE   3 YEARS          
 
                                 OTHER EXPENSES                    5 YEARS          
 
                                 TOTAL OPERATING EXPENSES          10 YEARS         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                   <C>                        <C>    <C>        <C>   
SHORT-INTERMEDIATE MUNICIPAL INCOME   MANAGEMENT FEE                    1 YEAR           
 
                                      12B-1 FEE                  NONE   3 YEARS          
 
                                      OTHER EXPENSES                    5 YEARS          
 
                                      TOTAL OPERATING EXPENSES          10 YEARS         
 
</TABLE>
 
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.
A portion of the brokerage commissions that certain of the funds pay
is used to reduce fund expenses. In addition, certain funds have
entered into arrangements with their 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 tables would have been:
      INSTITUTIONAL CLASS         
 
EQUITY GROWTH                                            
 
GROWTH OPPORTUNITIES                                     
 
STRATEGIC OPPORTUNITIES                                  
 
LARGE CAP                                                
 
EQUITY INCOME                                            
 
BALANCED                                                 
 
HIGH YIELD                                               
 
MORTGAGE SECURITIES                                      
 
INTERMEDIATE MUNICIPAL INCOME                            
 
SHORT-INTERMEDIATE MUNICIPAL    INCOME                   
 
FMR has voluntarily agreed to reimburse the Institutional Class of
each fund to the extent that total operating expenses, as a percentage
of their respective average net assets, exceed the following rates:
                                               EFFECTIVE   
                                               DATE        
 
TECHNOQUANT GROWTH                     1.50%   12/31/96    
 
MID CAP                                1.50%   2/20/96     
 
EQUITY GROWTH                          0.95%   11/1/97     
 
GROWTH OPPORTUNITIES                   0.85%   11/1/97     
 
STRATEGIC OPPORTUNITIES                1.50%   3/1/97      
 
LARGE CAP                              1.50%   2/20/96     
 
GROWTH & INCOME                        1.25%   12/31/96    
 
EQUITY INCOME                          0.85%   11/1/97     
 
BALANCED                               0.80%   11/1/97     
 
HIGH YIELD                             1.10%   7/1/95      
 
STRATEGIC INCOME                       1.10%   7/1/95      
 
MORTGAGE SECURITIES                    0.75%   3/1/97      
 
GOVERNMENT INVESTMENT                  0.75%   7/1/95      
 
INTERMEDIATE BOND                      0.75%   7/1/95      
 
SHORT FIXED INCOME                     0.75%   8/30/96     
 
MUNICIPAL INCOME                       0.75%   7/1/95      
 
INTERMEDIATE MUNICIPAL INCOME          0.75%   7/1/95      
 
SHORT-INTERMEDIATE MUNICIPAL INCOME    0.75%   7/1/95      
 
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:
 
<TABLE>
<CAPTION>
<S>                                    <C>              <C>   <C>   <C>                        <C>   <C>   
                                       OTHER EXPENSES               TOTAL OPERATING EXPENSES               
 
TECHNOQUANT GROWTH                                                                                         
 
MID CAP                                                                                                    
 
LARGE CAP                                                                                                  
 
GROWTH & INCOME                                                                                            
 
BALANCED                                                                                                   
 
STRATEGIC INCOME                                                                                           
 
MORTGAGE SECURITIES                                                                                        
 
GOVERNMENT INVESTMENT                                                                                      
 
SHORT FIXED-INCOME                                                                                         
 
MUNICIPAL INCOME                                                                                           
 
INTERMEDIATE MUNICIPAL INCOME                                                                              
 
SHORT-INTERMEDIATE MUNICIPAL INCOME                                                                        
 
</TABLE>
 
Expenses eligible for reimbursement do not include interest, taxes,
brokerage commissions, and extraordinary expenses.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow contain    annual
in    formation which has been audited by -----------, or ----------
(TechnoQuant Growth, Growth & Income, and Mortgage Securities only)
independent accountants.  The funds' financial highlights, financial
statements, and reports of the auditors are included in each fund's
Annual Report, and are incorporated by reference into (are legally a
part of) the funds' SAI. Contact FDC or your investment professional
for a free copy of an Annual Report or the SAI.
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN and/or
YIELD.
For    Balan    ced, High Yield, Mortgage Securities, Government
Investment, Short Fixed-Income, and M   unicipal I    ncome, the
fiscal year runs from November 1 to October 31. For TechnoQuant
Growth, Mid Cap, Equi   ty Growth, Growth Opportunities, Strategic
Opportu    nities, Large Cap, Growth & Income, Equity Income,
Intermediate Bond, Intermediate Municipal Income, and
Short-Intermediate Municipal Income, the fiscal year runs from
December 1 to November 30. F   or     Strategic Income the fiscal year
   runs from January 1 to December 31. The tables below show the
performance of Institutional Class of each fund over past fiscal
years    . The charts in Appendix B, beginning on page --, present
Institutional Class's calendar year performance compared to different
measures, including a competitive funds average.
GROWTH FUNDS - INSTITUTIONAL CLASS 
        
       
       
       
       
      AVERAGE ANNUAL TOTAL RETURN*   CUMULATIVE TOTAL RETURN*   
 
 
<TABLE>
<CAPTION>
<S>                          <C>           <C>            <C>             <C>           <C>            <C>             
                             PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                          LIFE OF FUND+                                LIFE OF FUND+   
 
TECHNOQUANT GROWTH[B]                                                                                                  
 
MID CAP[B]                                                                                                             
 
EQUITY GROWTH[B]                                                                                                       
 
GROWTH OPPORTUNITIES[B]                                                                                                
 
STRATEGIC OPPORTUNITIES[B]                                                                                             
 
LARGE CAP[B]                                                                                                           
 
GROWTH & INCOME[B]                                                                                                     
 
EQUITY INCOME[B]                                                                                                       
 
BALANCED[A]                                                                                                            
 
</TABLE>
 
TAXABLE INCOME FUNDS - INSTITUTIONAL CLASS 
        
       
       
       
       
      AVERAGE ANNUAL TOTAL RETURN*   CUMULATIVE TOTAL RETURN*   
 
 
<TABLE>
<CAPTION>
<S>                         <C>           <C>            <C>             <C>           <C>            <C>             
                            PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                         LIFE OF FUND+                                LIFE OF FUND+   
 
HIGH YIELD[A]                                                                                                         
 
STRATEGIC INCOME[C]                                                                                                   
 
MORTGAGE SECURITIES[A]                                                                                                
 
GOVERNMENT INVESTMENT[A]                                                                                              
 
INTERMEDIATE BOND[B]                                                                                                  
 
SHORT FIXED-INCOME[A]                                                                                                 
 
</TABLE>
 
MUNICIPAL FUNDS - INSTITUTIONAL CLASS 
        
       
       
       
       
      AVERAGE ANNUAL TOTAL RETURN*   CUMULATIVE TOTAL RETURN*   
 
 
<TABLE>
<CAPTION>
<S>                             <C>           <C>            <C>             <C>           <C>            <C>             
                                PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       PAST 1 YEAR   PAST 5 YEARS   10 YEARS/       
                                                             LIFE OF FUND+                                LIFE OF FUND+   
 
   MUNICIPAL INCOME    [A]                                                                                                
 
INTERMEDIATE MUNICIPAL                                                                                                    
INCOME[B]                                                                                                                 
 
SHORT-INTERMEDIATE MUNICIPAL                                                                                              
INCOME[B]                                                                                                                 
 
</TABLE>
 
 
[A] Period ended October 31, 1997
[B] Period ended November 30, 1997
[C] Period ended December 31, 1997
 
+    LIF    E OF FUND FIGURES ARE FROM COMMENCEMENT OF OPERATIONS
(OCTOBER 31, 1994 FOR STRATEGIC INCOME; MARCH 16, 1994 FOR
SHORT-INTERMEDIATE MUNICIPAL INCOM   E; F    EBRUARY 20, 1996 FOR MID
CAP, LARGE    CAP;     AND DECEMBER 31, 1996 FOR TECHNOQUANT GROWTH
AND GROWTH & INCOME) THROUGH    THE ANNUAL PERIODS ENDED 1997.    
* INITIAL OFFERING OF INSTITUTIONAL CLASS OF GROWTH OPPORTUNITIES,
BALANCED, HIGH YIELD, STRATEGIC INCOME, GOVERNMENT INVESTMENT, SHORT
FIXED-INCOME, M   UNICIPAL INCOME,     AND SHORT-INTERMEDIATE
MUNICIPAL INCOME TOOK PLACE ON JULY 3, 1995. INSTITUTIONAL CLASS
RETURNS PRIOR TO JULY 3, 1995 ARE THOSE OF CLASS T WHICH REFLECT A
12B-1 FEE OF 0.65% FOR GROWTH OPPORTUNITIES, STRATEGIC OPPORTUNITIES,
AND BALANCED, 0.25% FOR HIGH YIELD, STRATEGIC INCOME, GOVERNMENT
INVESTMENT, AND    MUNICIPAL IN    COME, AND 0.15% FOR SHORT
FIXED-INCOME AND SHORT-INTERMEDIATE MUNICIPAL INCOME. TOTAL RETURNS
FOR INSTITUTIONAL CLASS PRIOR TO JULY 3, 1995 WOULD HAVE BEEN HIGHER
IF CLASS T'S 12B-1 FEE HAD NOT BEEN REFLECTED.
 INITIAL OFFERING OF INSTITUTIONAL CLASS OF STRATEGIC OPPORTUNITIES
TOOK PLACE ON JULY 3, 1995. INSTITUTIONAL CLASS RETURNS PRIOR TO JULY
3, 1995 ARE THOSE OF INITIAL CLASS WHICH HAS NO 12B-1    FEE.     
 INITIAL OFFERING OF INSTITUTIONAL CLASS OF MORTGAGE SECURITIES TOOK
PLACE ON MARCH 3, 1997. INSTITUTIONAL CLASS RETURNS PRIOR TO MARCH 3,
1997 ARE THOSE OF INITIAL CLASS WHICH HAS NO 12B-1 FEE. 
 
 
If FMR had not reimbursed certain class expenses during these periods,
total returns would have been lower.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
Average annual total returns covering periods of less than one year
assume that performance will remain constant for the rest of the year.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields
are calculated according to a standard that is required for all stock
and bond funds. Because this differs from other accounting methods,
the quoted yield may not equal the income actually paid to
shareholders.
This difference may be significant for funds whose investments are
denominated in foreign securities.
In calculating yield, a fund may from time to time use a security's
coupon rate instead of its yield to maturity in order to reflect the
risk premium on that security. This practice will have the effect of
reducing a fund's yield. 
A TAX-EQUIVALENT YIELD shows what an investor would have to earn
before taxes to equal a tax-free yield.
THE COMPETITIVE FUNDS AVERAGE is each fund's applicable Lipper Funds
Average, which reflects the performance of mutual funds with similar
investment objectives. These averages, published by Lipper Analytical
Services, Inc., exclude the effect of sales loads.
STANDARD & POOR'S 500 INDEX (S&P 500(registered trademark)) is a
widely recognized, unmanaged index of common stocks.
STANDARD & POOR'S MIDCAP 400 INDEX is a widely recognized, unmanaged
index of 400 medium-capitalization stocks.
MERRILL LYNCH HIGH YIELD MASTER INDEX is a market capitalization
weighted index of all domestic and yankee high-yield bonds. Issues
included in the index have maturities of at least one year and have a
credit rating lower than BBB-/Baa3, but are not in default.
LEHMAN BROTHERS 1-3 YEAR GOVERNMENT/CORPORATE BOND INDEX is a market
value weighted performance benchmark for government and corporate
fixed-rate debt issues with maturities between one and three years.
LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES I   NDEX i    s a market
capitalization weighted index of 15- and 30-year fixed-rate securities
backed by mortgage pools of the Government National Mortgage
Association (GNMA), Fannie Mae and Federal Home Loan Mortgage
Corporation (FHLMC), and    ball    oon mortgages with fixed-rate
coupons.
LEHMAN BROTHERS GOVERNMENT BON   D IN    DEX is a market value
weighted p   erformance benchmark for government fixed-rate debt
issues with ma    turities of at least one year.
LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX is a
market value weighted performance benchmark for government and
corporate fixed-rate debt issues with maturities between one and 10
years.
Unlike Institutional Class's returns, the total returns of each
comparative index do not include the effect of any brokerage
commissions, transaction fees, or other costs of investing.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. Government.
The Institutional Class of each equity fund may quote its adjusted net
asset value including all distributions paid. This value may be
averaged over specified periods and may be used to calculate a class's
moving average.
The funds' recent strategies, performance, and holdings are detailed
twice a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, please contact your
investment professional, or call 1-800-843-3001.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUNDS IN DETAIL
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. TechnoQuant Growth, Mid
Cap, Equity Growth, Growth Opportunities,    Strategic Opportunities,
    Large Cap, and Growth & Income are diversified funds of Fidelity
Advisor Series I, a Massachusetts business trust organized on June 24,
1983.    Ba    lanced, High Yield, Government Investment, and Short
Fixed-Income are diversified funds and Strategic Income is a
non-diversified fund of Fidelity Advisor Series II, a Massachusetts
business trust organized on April 23, 1986. Equity Income is a
diversified fund of Fidelity Advisor Series III, a Massachusetts
business trust organized on May 17, 1982. Intermediate Bond is a
diversified fund of Fidelity Advisor Series IV, a Massachusetts
business trust organized on May 6, 1983. Municipal Income is a
diversified fun   d of     Fidelity Advisor Series V, a Massachusetts
business trust organized on April 23, 1986. Intermediate Municipal
Income is a diversified fund and Short-Intermediate Municipal Income
is a non-diversified fund of Fidelity Advisor Series VI, a
Massachusetts business trust organized on June 1, 1983. Mortgage
Securities is a diversified fund of Fidelity Income Fund, a
Massachusetts business trust organized on August 7, 1984.    Each    
trust is an open-end management investment company. There is a remote
possibility that one fund might become liable for a misstatement in
the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee the
funds' activities, review contractual arrangements with companies that
provide services to the funds, and review the funds' performance. The
trustees serve as trustees for other Fidelity funds. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER 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. The transfer agent will mail proxy
materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business
address at 82 Devonshire Street, Boston, Massachusetts 02109. It
includes a number of different subsidiaries and divisions which
provide a variety of financial services and products. The funds employ
various Fidelity companies to perform activities required for their
operation.
The funds are managed by FMR, which chooses each fund's investments
and handles its business affairs. FMR chooses investments with the
assistance of foreign affiliates for all funds except Government
Investment, Muni   cipal Income, In    termediate Municipal Income,
and Short-Intermediate Municipal In   come.    
(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for TechnoQuant
Growth, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Growth & Income, Equity Income, Balanced,
High Yield, Strategic Income, Mortgage Securities, Intermediate Bond,
and Short Fixed-Income. 
(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East), in Tokyo, Japan, serves as a sub-adviser for TechnoQuant
Growth, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Growth & Income, Equity Income, Balanced,
High Yield, Strategic Income, Mortgage Securities, Intermediate Bond,
and Short Fixed-Income.
(small solid bullet) Fidelity International Investment Advisors
(FIIA), in Pembroke, Bermuda, serves as a sub-adviser for Strategic
Income. 
(small solid bullet) Fidelity International Investment Advisors (U.K.)
Limited (FIIA(U.K.)L), in London, England, serves as a sub-adviser for
Strategic Income.
(small solid bullet) Fidelity Investment Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for Strategic Income.
   As of     January 31, 1998, FMR advised funds having approximately
33 million shareholder accounts with a total value of more than
   $----.    
   John Avery is lead manager of Advisor Balanced, which he has
managed since September 1997. He also manages another Fidelity fund.
Mr. Avery joined Fidelity as an analyst in 1995. Previously, he was an
analyst for Putnam Investments from 1993 to 1994. Mr. Avery received
his MBA from The Wharton School at the University of Pennsylvania in
1993.    
John Carlson is Vice President and lead manager of Advisor Strategic
Income, which he has managed since August 1995. He also manages
several other Fidelity funds. Prior to joining Fidelity in 1995, Mr.
Carlson was Executive Director of emerging markets at Lehman Brothers
International from 1992 through 1995.
Robert Chow is manager of Advisor Equity Income, which he has managed
since March 1996. Previously, he managed other Fidelity funds. Since
joining Fidelity in 1989, Mr. Chow has worked as an analyst, portfolio
assistant, and manager.
Katherine Collins is manager of Advisor Mid Cap, which she has managed
since January 1997. She also manages another Fidelity fund. Since
joining Fidelity in 1990, Ms. Collins has worked as an analyst and
mana   ger.    
Andrew Dudley is manager of Advisor Short Fixed-Income, which he has
managed since February 1997. Prior to joining Fidelity as a manager in
1996, Mr. Dudley was a portfolio manager with Putnam Investments from
1991 to 1996.
Margaret Eagle is Vice President and manager of Advisor High Yield and
Advisor Strategic Income, which she has managed since January 1987 and
January 1996, respectively. Ms. Eagle manages the high yield
investments for Advisor Strategic Income. In addition, she is a Senior
Vice President of Fidelity Trust Company. Ms. Eagle joined Fidelity in
1980.
   George Fisc    her is Vice President and manager of Advisor
Municipal Income, which he has managed s   ince April 1997    . He
also manages several other Fidelity funds. Since joining Fidelity in
1989, Mr. Fischer has worked as an analyst and manager.
Kevin Grant is Vice President and manager of Advisor Intermediate Bond
and Advisor Balanced, which he has managed since October 1995 and
March 1996, respectively. Mr. Grant manages the fixed-income
investments for Advisor Balanced. He also manages several other
Fidelity funds. Prior to joining Fidelity in 1993, Mr. Grant was a
vice president and chief mortgage strategist at Morgan Stanley for
three years.
Brian Hogan is manager of Advisor Strategic Income's emerging market
securities, which he has managed since September 1997. Since joining
Fidelity in 1994, Mr. Hogan has worked as a fixed-income analyst,
research analyst, and manager. Previously, he worked as an analyst for
Conseco Capital Management from 1993 to 1994 and Aegon USA Investment
Management from 1990 to 1993.
Curt Hollingsworth is Vice President and manager of Advisor Government
Investment and Advisor Strategic Income, both of which he has managed
since February 1997. Mr. Hollingsworth manages the domestic investment
grade and U.S. Government investments for Advisor Strategic Income. He
also manages several other Fidelity funds. Since joining Fidelity in
1983, Mr. Hollingsworth has worked as a fixed-income trader and
portfolio manager.
Jonathan Kelly is manager of Advisor Strategic Income's foreign bond
investments in developed markets, which he has managed since January
1996. Previously, he managed other Fidelity funds. Since joining
Fidelity in 1991, Mr. Kelly has worked as a foreign bond analyst and
manager.
Tim Krochuk is manager of Advisor TechnoQuant Growth, which he has
managed since inception. He also manages another Fidelity fund.
Previously, he was a quantitative analyst. Mr. Krochuk joined Fidelity
as a research associate in 1992, after receiving a bachelor of arts
degree in economics/pre-med from Harvard University.
Harris Leviton is Vice President and manager of Advisor Strategic
Opportunities, which he has managed since March 1996. Previously, he
managed other Fidelity funds. Since joining Fidelity in 1986, he has
worked as an analyst and manager.
Norm Lind is Vice President and manager of Advisor Short-Intermediate
Municipal Income, which he has managed since October 199   5. H    e
also manages several other Fidelity funds. Since joining Fidelity in
1986, Mr. Lind has worked as an analyst and manager.
David Murphy is Vice President and manager of Advisor Intermediate
Municipal Income, which he has managed since March 1995. He also
manages several other Fidelity funds. Mr. Murphy joined Fidelity as a
portfolio manager in 1   989.    
Thomas Silvia is manager of Advisor Mortgage Securities. He has been a
co-manager of the fund since February 1997. Mr. Silvia joined Fidelity
as a senior mortgage trader in 1993. Previously, he was a quantitative
analyst with Donaldson, Lufkin & Jenrette in New York from 1990 to
1993.
Thomas Sprague is Vice President and manager of Advisor Large Cap,
which he has managed since March 1996. He also manages another
Fidelity fund. Since joining Fidelity in 1989, he has worked as an
analyst and manager.
Beth Terrana is Vice President and manager of Advisor Growth & Income,
which she has managed since inception. She also manages other Fidelity
funds. Since joining Fidelity in 1983, Ms. Terrana has worked as an
analyst, portfolio assistant, and manager.
Jennifer Uhrig is Vice President and manager of Advisor Equity Growth,
which she has managed since January 1997. She also manages another
Fidelity fund. Since joining Fidelity in 1987, Ms. Uhrig has worked as
an analyst and manager.
George Vanderheiden is Vice President and manager of Advisor Growth
Opportunities, which he has managed since November 1987. He also
manages several other Fidelity funds. Mr. Vanderheiden joined Fidelity
in 1971.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
FDC distributes and markets Fidelity's funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for the Institutional
Class of the Equity Funds, High Yield, Strategic Income, Mortgage
Securities, Government Investment, Intermediate Bond, and Short
Fixed-Income. UMB Bank, n.a. (UMB) is the transfer agent for Municipal
Income,    Inte    rmediate Municipal Income, and Short-Intermediate
Municipal Income,    alth    ough it employes FIIOC to perform these
functions for the Institutional Class of each fund. UMB is located at
1010 Grand Avenue, Kansas City, Missouri.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Members of the Edward C. Johnson 3d family are the predominant
owners of a class of shares of common stock representing approximately
49% of the voting power of FMR Corp. Under the Investment Company Act
of 1940 (the 1940 Act), control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting
stock of that company; therefore, the Johnson family may be deemed
under the 1940 Act to form a controlling group with respect to FMR
Corp.
Fidelity International Limited (FIL), is the parent company of FIIA,
FIJ, and FIIA(U.K.)L. The Johnson family group also owns, directly or
indirectly, more than 25% of the voting common stock of    FIL.    
FMR may use its broker-dealer affiliates and other firms that sell
fund shares to carry out a fund's transactions, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The value of each fund's    inv    estments varies in response to many
factors. Stock values fluctuate in response to the activities of
individual companies and general market and economic
conditio   ns    . 
   The yield and share price of a bond fund change daily based on
changes in interest rates and market conditions, and in response to
other economic, political or financial events. The types and
maturities of the securities a bond fund purchases and the credit
quality of their issuers will impact a bond fund's reaction to these
events.    
   The total return from a bond includes both income and price gains
or losses. While income is the most important component of bond
returns over time, a bond fund's emphasis on income does not mean the
fund invests only in the highest-yielding bonds available, or that it
can avoid losses of principal.    
   In general, bond prices rise when interest rates fall and fall when
interest rates rise. Longer-term bonds are usually more sensitive to
interest rate changes. In other words, the longer the maturity of a
bond, the greater the impact a change in interest rates is likely to
have on the bond's price. In addition, short-term interest rates and
long-term interest rates do not necessarily move in the same amount or
in the same direction. A short-term bond tends to react to changes in
short-term interest rates and a long-term bond tends to react to
changes in long-term interest rates.    
   The price of a bond is affected by the credit quality of its
issuer. Changes in the financial condition of an issuer, changes in
general economic conditions, and changes in specific economic
conditions that affect a particular type of issuer can impact the
credit quality of an issuer. Lower quality bonds generally tend to be
more sensitive to these changes than higher quality bonds.    
   Many types of debt securities, including mortgage securities, are
subject to prepayment risk. Prepayment risk occurs when the issuer of
a security can prepay principal prior to the security's maturity.
Securities subject to prepayment risk generally offer less potential
for gains during a declining interest rate environment, and similar or
greater potential for loss in a rising interest rate environment. In
addition, the potential impact of prepayment features on the price of
a debt security may be difficult to predict and result in greater
volatility.    
   Municipal securities are backed by the entity that issued them
and/or other revenue streams. Municipal security values may be
significantly affected by political changes as well as uncertainties
in the municipal market related to taxation or the rights of municipal
securities holders.     
Funds which invest in foreign securities have increased economic and
political risks as they are exposed to events and factors in the
various world markets. This is especially true for funds that invest
in emerging markets. Also, because certa   in     of the funds'
investments are denominated in foreign currencies, changes in the
value of foreign currencies can significantly affect a fund's share
price. FMR may use a variety of investment techniques to either
increase or decrease a fund's investment exposure to any
curren   cy.    
FMR may use various investment techniques to hedge a portion of the
funds' risks, but there is no guarantee that these strategies will
work as FMR intends. When you sell your shares, they may be worth more
or less than what you paid for them.
TECHNOQUANT GROWTH FUND seeks growth of capital by investing mainly in
common stocks. However, the fund has the flexibility to invest in
other types of equity securities and debt securities as well. The
fund's security selection process utilizes computer-aided,
quantitative analysis. FMR's computer models use many types of data,
but emphasize technical factors such as historical price and volume
relationships. Fundamental criteria, such as earnings estimates, and
dividend yield may also be considered.
FMR's emphasis on technical analysis can result in the fund holding
different types of stocks at different times. For example, the fund
may hold stocks of companies with large or small market capitalization
or high or low price/earnings ratios. The fund's focus may change
rapidly based on FMR's analysis of the most current information. At
times, the fund may be concentrated in a small number of market
sectors or securities.
MID CAP FUND seeks long-term growth of capital by investing primarily
in equity securities of companies with medium market capitalizations.
FMR normally invests at least 65% of the fund's total assets in these
securities. The fund has the flexibility, however, to invest the
balance in other market capitalizations and security types.
Medium market capitalization companies are those whose market
capitalization falls within the capitalization range of the S&P MidCap
400 at the time of the fund's investment. The S&P MidCap 400 Index is
an unmanaged index of medium-capitalization stocks. Companies whose
capitalization falls outside this range after purchase continue to be
considered medium-capitalized for    purposes of the 65% policy. As of
December 31, 1997, the S&P MidCap 400 included companies with
capitalizations of between $--    - million and $----billion.    The
capitalization range of the S&P MidCap 400 changes with market
conditions and the composition of the Index.    
Investing in medium capitalization stocks may involve greater risk
than investing in large capitalization stocks, since they can be
subject to more abrupt or erratic movements. However, they tend to
involve less risk than stocks of small capitalization companies.
EQUITY GROWTH FUND seeks capital appreciation by investing primarily
in common and preferred stock and securities convertible into the
common stock of companies with above-average growth characteristics.
FMR normally invests at least 65% of the fund's total assets in common
and preferred stock. The fund looks for domestic and foreign companies
with above-average growth characteristics compared to the average of
the companies included in the S&P 500. The S&P 500 is a registered
trademark of Standard & Poor's.
Growth may be measured by factors such as earnings or gross sales.
Companies with strong growth potential often have new products,
technologies, distribution channels, or other opportunities. As a
general rule, these companies may include smaller, less well-known
companies, and companies whose stocks have higher than average
price/earnings (P/E) ratios. The market prices of these stocks may be
particularly sensitive to economic, market, or company news. FMR may
also pursue growth in larger or revitalized companies or companies
that hold a strong position in the market. These growth
characteristics may be found in mature or declining industries. 
GROWTH OPPORTUNITIES FUND seeks capital growth by investing primarily
in common stocks and securities convertible into common stocks. FMR
normally invests at least 65% of the fund's total assets in securities
of companies that FMR believes have long-term growth potential.
Although the fund invests primarily in common stock and securities
convertible into common stock, it has the ability to purchase other
securities, such as preferred stock and bonds, that may produce
capital growth. The fund may invest in foreign securities without
limitation.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a
"special situation." FMR normally invests at least 65% of the fund's
total assets in these securities. The term "special situation" refers
to FMR's identification of an unusual, and possibly non-repetitive,
development taking place in a company or a group of companies in an
industry.
A special situation may involve one or more of the following
characteristics:
(small solid bullet) A technological advance or discovery, the
offering of a new or unique product or service, or changes in consumer
demand or consumption forecasts.
(small solid bullet) Changes in the competitive outlook or growth
potential of an industry or a company within an industry, including
changes in the scope or nature of foreign competition or the
development of an emerging industry.
(small solid bullet) New or changed management, or material changes in
management policies or corporate structure.
(small solid bullet) Significant economic or political occurrences
abroad, including changes in foreign or domestic import and tax laws
or other regulations.
(small solid bullet) Other events, including natural disasters,
favorable litigation settlements, or a major change in demographic
patterns.
"Special situations" often involve breaks with past experience. They
can be relatively aggressive investments. In seeking capital
appreciation, the fund also may invest in securities of companies not
involving a special situation, but which are companies with valuable
fixed assets and whose securities are believed by FMR to be
undervalued in relation to the companies' assets, earnings, or growth
potential. FMR intends to invest primarily in common stocks and
securities that are convertible into common stocks; however, it also
may invest in debt securities of all types and quality if FMR believes
that investing in these securities will result in capital
appreciation. The fund may invest up to 30% of its assets in foreign
investments.
LARGE CAP FUND seeks long-term growth of capital by investing
primarily in equity securities of companies with large market
capitalizations. FMR normally invests at least 65% of the fund's total
assets in these securities. The fund has the flexibility, however, to
invest the balance in other market capitalizations and security types.
FMR defines large market capitalization companies as those with market
capitalizations of $1 billion or more at the time of the fund's
investment. Companies whose capitalization falls below this level
after purchase continue to be considered large-capitalized for
purposes of the 65% policy.
Companies with large market capitalizations typically have a large
number of publicly held shares and a high trading volume, resulting in
a high degree of liquidity. These tend to be quality companies with
strong management organizations. However, large capitalization
companies may have less growth potential than smaller companies and
may be able to react less quickly to changes in the marketplace.
GROWTH & INCOME FUND seeks high total return through a combination of
current income and capital appreciation. The fund invests mainly in
equity securities. The fund expects to invest the majority of its
assets in domestic and foreign equity securities, with a focus on
those that pay current dividends and show potential earnings growth.
However, the fund may buy debt securities as well as equity securities
that are not currently paying dividends, but offer prospects for
capital appreciation or future income.
EQUITY INCOME FUND seeks a yield which exceeds the composite dividend
yield of securities comprising the S&P 500. In addition, consistent
with the primary objective of obtaining income, the fund will consider
the potential for achieving capital appreciation. FMR normally invests
at least 65% of the fund's total assets in income-producing equity
securities. For purposes of this policy, equity securities are defined
as common and preferred stocks. The balance of the fund's assets will
tend to be invested in debt securities, a high percentage of which are
expected to be convertible into common stocks.
The fund seeks to achieve a yield that beats that of the S&P 500. The
fund does not intend to invest in securities of issuers without proven
earnings and/or credit histories. Because the fund invests for income,
as well as capital appreciation, investors should not expect capital
appreciation comparable with funds which seek only capital
appreciation. The yield on the fund's assets generally will increase
or decrease from year to year in accordance with market conditions and
in relation to the changes in yields of the stocks included in the S&P
500.
BALANCED FUND seeks both income and growth of capital by investing in
a diversified portfolio of equity and fixed-income securities with
income, growth of income, and capital appreciation potential. FMR
manages the fund to maintain a balance between stocks and bonds. When
FMR's outlook is neutral, it will invest approximately 60% of the
fund's assets in stocks and other equity securities and the remainder
in bonds and other fixed-income securities. FMR may vary from this
target if it believes stocks or bonds offer more favorable
opportunities, but will always invest at least 25% of the fund's total
assets in fixed-income senior securities (including debt securities
and preferred stock).
The fund may buy securities that are not currently paying income but
offer prospects for future income. The fund may invest in securities
of foreign issuers. In selecting investments for the fund, FMR will
consider such factors as the issuer's financial strength, its outlook
for increased dividend or interest payments, and the potential for
capital gains.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible
securities and preferred stocks. FMR normally invests at least 65% of
the fund's total assets in these securities.
The fund may also invest in securities issued or guaranteed by the
U.S. Government, any state or any of their respective subdivisions,
agencies or instrumentalities, and securities of foreign issuers,
including securities of foreign governments. The fund may invest up to
35% of its total assets in equity securities, including common stocks,
warrants, and rights.
STRATEGIC INCOME FUND seeks a high level of current income by
investing primarily in debt securities. The fund may also seek capital
appreciation.
The fund invests primarily in fixed-income securities, allocated among
four general investment categories: high yield securities, U.S.
Government and investment-grade securities, emerging market
securities, and foreign developed market securities. The fund's
neutral mix, or the benchmark for its combination of investments in
each category over time, is approximately 40% high yield, 30% U.S.
Government and investment-grade, 15% emerging markets and 15% foreign
developed markets.
FMR regularly reviews the fund's allocation and makes changes
gradually over time to favor investments that it believes provide the
most favorable outlook for achieving the fund's objective. In normal
market environments, FMR expects the fund's asset allocation to
approximate the neutral mix within a range of plus or minus 10% of
assets per category. There are no absolute limits on the percent of
assets invested in each category, however, and FMR reserves the right
to change the neutral mix from time to time.
The HIGH YIELD category includes high-yielding, lower-quality debt
securities consisting mainly of U.S. securities of a quality grade
lower than BBB. The U.S. GOVERNMENT AND INVESTMENT-GRADE category
includes mortgage securities, U.S. Government securities, government
agency securities and other U.S. dollar-denominated securities of
investment-grade quality. The EMERGING MARKET category includes
corporate and governmental debt securities of issuers located in
emerging markets. The FOREIGN DEVELOPED MARKET category includes
corporate and governmental debt securities of issuers located in
developed foreign markets. These investment categories are only
general guidelines, and FMR may use its judgment as to which category
an investment falls within. The fund may also make investments that do
not fall within these categories.
By allocating its investments across different types of fixed-income
securities, the fund attempts to moderate the significant risks of
each investment category through diversification. Diversification,
when successful, can mean higher returns with decreased volatility.
However, each of the fund's four investment categories may experience
periods of volatile returns, and it is possible for all investment
categories to decline at the same time.
MORTGAGE SECURITIES FUND seeks high current income, consistent with
prudent investment risk, by investing primarily in mortgage-related
securities. When consistent with its goal, the fund may also consider
the potential for capital gain. FMR normally invests at least 65% of
the fund's total assets in mortgage-related securities. The fund may
also invest in U.S. Government securities and instruments related to
U.S. Government securities. Instruments related to U.S. Government
securities may include futures or options on U.S. Government
securities or interests in U.S. Government securities that have been
repackaged by dealers or other third parties.
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers Mortgage-Backed Securities Index, a market
capitalization weighted benchmark of 15- and 30-year fixed-rate
securities backed by mortgage pools of the Government National
Mortgage Association (GNMA), Fannie Mae and Federal Home Loan Mortgage
Corporation (FHLMC), and balloon mortgages with fixed-rate coupons.
FMR manages the fund to have similar overall interest rate risk to the
Index. As of October 31, 1997, the dollar-weighted average maturity of
the fund and the Index was approximately ___ and ___ years,
respectively.     
   FMR allocates assets among different market sectors (for example,
fixed-rate or adjustable rate mortgages) and different maturities
based on its view of the relative value of each sector or
maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
   In determining a security's maturity for purposes of calculating
the fund's average maturity, an estimate of the average time for its
principal to be paid may be used. This could be substantially shorter
than its stated final maturity.     
GOVERNMENT INVESTMENT FUND seeks high current income by investing in
U.S. Government securities and instruments related to U.S. Government
securities under normal conditions. FMR normally invests the fund's
assets only in U.S. Government securities, repurchase agreements, and
other instruments related to U.S. Government securities. Under normal
conditions, FMR invests at least 65% of the fund's total assets in
U.S. Government securities and repurchase agreements for U.S.
Government securities. Other instruments may include futures or
options on U.S. Government securities or interests in U.S. Government
securities that have been repackaged by dealers or other third
parties. It is important to note that neither the fund nor its yield
is guaranteed by the U.S. Government.
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers Government Bond Index, a market value weighted
benchmark for government fixed-rate debt issues with maturities of at
least one year. FMR manages the fund to have similar overall interest
rate risk to the Index. As of October 31, 1997, the dollar-weighted
average maturity of the fund and the Index was approximately ___ and
___ years, respectively.     
   FMR allocates assets among different market sectors (for example,
U.S. Treasury or U.S. Government agency securities) and different
maturities based on its view of the relative value of each sector or
maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
   In determining a security's maturity for purposes of calculating
the fund's average maturity, an estimate of the average time for its
principal to be paid may be used. This could be substantially shorter
than its stated final maturity.     
INTERMEDIATE BOND FUND seeks high current income by investing in U.S.
dollar-denominated investment-grade debt securities under normal
conditions. When consistent with its primary objective, the fund may
also seek capital appreciati   on    . 
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers Intermediate Government/Corporate Bond Index, a market
value weighted benchmark for government and corporate fixed-rate debt
issues with maturities between one and 10 years. FMR manages the fund
to have similar overall interest rate risk to the Index. As of
November 30, 1997, the dollar-weighted average maturity of the fund
and the Index was approximately ___ and ___ years, respectively. In
addition, the fund normally maintains a dollar-weighted average
maturity between three and 10 years.    
   FMR allocates assets among different market sectors (for example,
corporate or government securities) and different maturities based on
its view of the relative value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
In determining a security's maturity for purposes of calculating the
fund's average maturity, an estimate of the average time for its
principal to be paid may be used. This can be substantially    shorter
than its stated final maturity.    
SHORT FIXED-INCOME FUND seeks high current income, consistent with the
preservation of capital, by investing in U.S. dollar-denominated
investment-grade debt securities under normal conditions. Where
appropriate the fund will take advantage of opportunities to realize
capital appreciation. FMR normally invests at least 65% of the fund's
total assets in fixed-income securities of all types which may include
convertible and zero coupon securities.
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers 1-3 Year Government/Corporate Bond Index, a market
value weighted benchmark for government and corporate fixed-rate debt
issues with maturities between one and three years. FMR manages the
fund to have similar overall interest rate risk to the Index. As of
October 31, 1997, the dollar-weighted average maturity of the fund and
the Index was approximately ___ and ___ years, respectively. In
addition, the fund normally maintains a dollar-weighted average
maturity of three years or less.    
   FMR allocates assets among different market sectors (for example,
corporate or government securities) and different maturities based on
its view of the relative value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
   In d    etermining a security's maturity for purposes of
calculating the fund's average maturity, an estimate of the average
time for its principal to be paid may be used. This can be
substantially shorter than its stated final matu   rity.     
MU   NICIPAL INCOME FUND seeks high current income that is free from
federal income tax by investing primarily in investment-grade
municipal securities. FMR normally invests     at l   east 80% of the
fund's assets in     municipal securities whose interest is free from
federal income tax.
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers Municipal Bond Index, a benchmark of investment-grade
municipal bonds with maturities of one year or more. FMR manages the
fund to have similar overall interest rate risk to the Index. As of
October 31, 1997, the dollar-weighted average maturity of the fund and
the Index was approximately ___ and ___ years, respectively.    
   FMR allocates assets among different market sectors (for example,
general obligation bonds of a state or bonds financing a specific
project) and different maturities based on its view of the relative
value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
In addition, FMR may invest all of the fund's assets in municipal
securities issued to finance private activities. The interest from
these securities is a tax preference item for the purposes of the
federal alternative minimum    tax.    
INTERMEDIATE MUNICIPAL INCOME FUND seeks high current income that is
free from federal income tax, consistent with the preservation of
capital, by investing in investment-grade municipal securities under
normal conditions. FMR normally invests    a    t least 80% of the
fund's assets    i    n municipal securities whose interest is free
from federal income tax. 
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers 1-17 Year Municipal Bond Index, a benchmark of
investment-grade municipal bonds with maturities between one and 17
years. FMR manages the fund to have similar overall interest rate risk
to the Index. As of November 30, 1997, the dollar-weighted average
maturity of the fund and the Index was approximately ___ and ___
years, respectively. In addition, the fund normally maintains a
dollar-weighted average maturity between three and 10 years.    
   FMR allocates assets among different market sectors (for example,
general obligation bonds of a state or bonds financing a specific
project) and different maturities based on its view of the relative
value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
In addition, FMR may invest all of the fund's assets in municipal
securities issued to finance private activities. The interest from
these securities is a tax preference item for the purposes of the
federal alternative minimum t   ax    .
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND seeks high current income
that is free from federal income tax, consistent with preservation of
capital, by investing in investment-grade municipal securities under
normal conditions. FMR normally invests    a    t least 80%    of the
fund's assets     in municipal securities whose interest is free from
federal income tax.
   In managing the fund, FMR selects a benchmark index which is
representative of the universe of securities in which the fund
invests. FMR uses this benchmark as a guide in structuring the fund
and selecting its investments. The benchmark index for the fund is the
Lehman Brothers 1-5 Year Municipal Bond Index, a benchmark of
investment-grade municipal bonds with maturities between one and five
years. FMR manages the fund to have similar overall interest rate risk
to the Index. As of November 30, 1997, the dollar-weighted average
maturity of the fund and the Index was approximately ___ and ___
years, respectively. In addition, the fund normally maintains a
dollar-weighted average maturity between two and five years.    
   FMR allocates assets among different market sectors (for example,
general obligation bonds of a state or bonds financing a specific
project) and different maturities based on its view of the relative
value of each sector or maturity.    
   FMR focuses on assembling a portfolio of income-producing bonds
that it believes will provide the best balance between risk and return
within the universe of securities in which the fund invests. FMR's
evaluation of a potential investment includes an analysis of the
credit quality of the issuer, its structural features, its current
price compared to FMR's estimate of its long-term value, and any
short-term trading opportunities resulting from market
inefficiencies.    
In addition, FMR may invest all of the fund's assets in municipal
securities issued to finance private activities. The interest from
these securities is a tax preference item for the purposes of the
federal alternative minimum    tax.    
TEMPORARY DEFENSIVE POLICIES. FMR normally invests each fund's assets
according to its investment strategy. 
Each of the Equity Funds, High Yield, and Strategic Income reserves
the right to invest without limitation in preferred stocks and
investment-grade debt instruments for temporary, defensive purposes.
Each of Mortgage Securities, Government Investment, Intermediate Bond,
and Short Fixed-Income reserves the right to invest without limitation
in investment-grade money market or short-term debt instruments for
temporary, defensive purposes.
Each of Municipal Income,    Int    ermediate Municipal Income, and
Short-Intermediate Municipal Income do not expect to invest in
federally taxable obligations.    Ea    ch of Municipal Income,
Intermediate Municipal Income, an   d S    hort-Intermediate Municipal
Income, reserves the right to invest without limitation in short-term
instruments, to hold a substantial amount of uninvested cash, or to
invest more than normally permitted in taxable obligations for
temporary, defensive purposes. 
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in
the funds' SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help a fund
achieve its goal. Fund holdings and recent investment strategies are
detailed in each fund's financial reports, which are sent to
shareholders twice a year. For a free SAI or financial report, call
your investment professional.
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, each of the
Equity Funds, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipa   l Income, an    d
Intermediate Municipal Income may not purchase more than 10% of the
outstanding voting securities of a single issuer. For TechnoQuant
Growth, Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, and Growth & Income, this limitation does
not apply to securities of other investment companies.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers
to borrow money from investors. The issuer generally pays the investor
a fixed, variable, or floating rate of interest, and must repay the
amount borrowed at maturity. Some debt securities, such as zero coupon
bonds, do not pay current interest, but are sold at a discount from
their face values. 
Debt securities have varying levels of sensitivity to changes in
interest rates and varying degrees of credit quality. In general, bond
prices rise when interest rates fall, and fall when interest rates
rise. Longer-term bonds and zero coupon bonds are generally more
sensitive to interest rate changes. In addition, bond prices are also
affected by the credit quality of the issuer.
Lower-quality debt securities are considered to have speculative
characteristics, and involve greater risk of default or price changes
due to changes in the issuer's creditworthiness, or they may already
be in default. The market prices of these securities may fluctuate
more than higher-quality securities and may decline significantly in
periods of general or regional economic difficulty. Lower-quality
securities may be thinly traded, making them difficult to sell
promptly at an acceptable price. Adverse publicity and changing
investor perceptions may affect the ability to obtain prices for, or
to sell these securities.
The default rate of lower-quality debt securities is likely to be
higher when issuers have difficulty meeting projected goals or
obtaining additional financing. This could occur during economic
recessions or periods of high interest rates. If an issuer defaults,
the fund may try to protect the interests of security holders if it
determines such action to be in the interest of its shareholders.
The table on the following page provides a summary of ratings assigned
to debt holdings (not including money market instruments) in the
funds' portfolios. These figures are dollar-weighted averages of
month-end portfolio holdings during the fiscal year en   ded 1997,
    and are presented as a percentage of total security investments.
These percentages are historical and do not necessarily indicate a
fund's current or future debt holdings.
RESTRICTIONS: For all of the Equity Funds, purchase of a debt security
is consistent with a fund's debt quality policy if it is rated at or
above the stated level by Moody's Investors Service (Moody's) or rated
in the equivalent categories by Standard & Poor's (S&P), or is unrated
but judged to be of equivalent quality by FMR.
Each of Mid Cap, Equity Growth, Growth Opportunities, Strategic
Opportunities, Large Cap, Growth & Income, Equity Income, and Balanced
currently intends to limit its investments in lower than Baa-quality
debt securities to less than 35% of its assets.
TechnoQuant Growth currently intends to limit its investments in lower
than Baa-quality debt securities to 5% of its assets.
Each of    Intermedi    ate Bond, Mortgage Securities, Short
Fixed-Income,    Municipal Income, Intermediate Municipal Income, and
Short-I    ntermediate Municipal Income normally invests in
investment-grade securities, but reserves the right to invest up to 5%
of its assets in below investment-grade securities. A security is
considered to be investment-grade if it is rated investment-grade by
Moody's, S&P, Duff & Phelps Credit Rating Co. (Duff & Phelps), or
Fitch Investors Service, L.P. (Fitch), or is unrated but judged by FMR
to be of equivalent quali   ty.     
U.S. GOVERNMENT SECURITIES are high-quality debt instruments issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government. Not all U.S. Government securities are backed by
the full faith and credit of the United States. For example, U.S.
Government securities such as those issued by Fannie Mae are supported
by the instrumentality's right to borrow money from the U.S. Treasury
under certain circumstances. Other U.S. Government securities, such as
those issued by the Federal Farm Credit Banks Funding Corporation, are
supported only by the credit of the entity that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care, housing, transportation, and
utilities, the municipal markets can be affected by conditions in
those sectors. In addition, all municipal securities may be affected
by uncertainties regarding their tax status, legislative changes, or
rights of municipal securities holders. A municipal security may be
owned directly or through a participation interest. 
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and the fund's share price. 
OTHER INSTRUMENTS may include securities of closed-end investment
companies. 
FISCAL YEAR ENDED 1997 DEBT HOLDINGS (AS A % OF INVESTMENTS), BY
RATING
   Mid Equity Growth Strategic Large Growth & Equity  High Strategic
S&P RATING  Cap Growth Opportunities Opportunities Cap Income Income
Balanced Yield Income
(Average of total investments)
INVESTMENT GRADE
Highest quality AAA  
High quality AA           
Upper-medium grade A  
Medium grade BBB           
LOWER QUALITY
Moderately speculative BB           
Speculative B           
Highly speculative CCC           
Poor quality CC         
Lowest quality, no interest C  
In default, in arrears D           
   
   Mid Equity Growth Strategic Large Growth & Equity  High Strategic
MOODY'S RATING  Cap Growth Opportunities Opportunities Cap Income
Income Balanced Yield Income
(Average of total investments)
INVESTMENT GRADE
Highest quality Aaa
High quality Aa           
Upper-medium grade A  
Medium grade Baa           
LOWER QUALITY
Moderately speculative Ba           
Speculative B           
Highly speculative Caa           
Poor quality Ca           
Lowest quality, no interest C           
In default, in arrears             
   
REFER TO THE APPENDIX FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.
T   HE FUNDS DO NOT NECESSARILY RELY ON THE RATINGS OF MOODY'S OR S&P
TO DETERMINE COMPLIANCE WITH THEIR DEBT QUALITY POLICIES. SECURITIES
NOT RATED BY MOODY'S AND S&P AMOUNTED TO %      
   OF ------- INVESTMENTS, % OF ------INVESTMENTS, % OF -----
INVESTMENTS,% OF ----- INVESTMENTS,% OF ----- INVESTMENTS,% OF -----
INVESTMENTS,% OF -----     
   INVESTMENTS AND % OF -----INVESTMENTS. THESE PERCENTAGES MAY
INCLUDE SECURITIES RATED BY OTHER NATIONALLY RECOGNIZED STATISTICAL
RATING ORGANIZATIONS, AS WELL AS UNRATED SECURITIES.     
   UNRATED LOWER-QUALITY SECURITIES AMOUNTED TO % OF
- --------INVESTMENTS, % OF -------- INVESTMENTS, % OF -------
INVESTMENTS, % OF --------- INVESTMENTS, % OF     
   -------- INVESTME    NTS, % OF -------- INVESTMENTS, % OF --------
INVESTMENTS, % OF -------- INVESTMENTS, AND % FOR------- INVESTMENTS. 
FOR FOREIGN GOVERNMENT OBLIGATIONS NOT INDIVIDUALLY RATED BY A
NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION, FMR ASSIGNS THE
RATING OF THE SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT.
       
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve additional risks and considerations. These
include risks relating to political or economic conditions in foreign
countries, fluctuations in foreign currencies, withholding or other
taxes, operational risks, increased regulatory burdens, and the
potentially less stringent investor protection and disclosure
standards of foreign markets. Additionally, governmental issuers of
foreign debt securities may be unwilling to pay interest and repay
principal when due and may require that the conditions for payment be
renegotiated. All of these factors can make foreign investments,
especially those in developing countries, more volatile than U.S.
investments.
ASSET-BACKED SECURITIES include interests in pools of purchase
contracts, financing leases, or sales agreements entered into by
municipalities, debt securities, or consumer loans. The value of these
securities depends on many factors, including changes in interest
rates, the availability of information concerning the pool and its
structure, the credit quality of the underlying assets, the market's
perception of the servicer of the pool, and any credit enhancement
provided. In addition, these securities may be subject to prepayment
risk.
MORTGAGE SECURITIES include interests in pools of commercial or
residential mortgages, and may include complex instruments such as
collateralized mortgage obligations and stripped mortgage-backed
securities. Mortgage securities may be issued by agencies or
instrumentalities of the U.S. Government or by private entities. 
The price of a mortgage security may be significantly affected by
changes in interest rates. Some mortgage securities may have a
structure that makes their reaction to interest rates and other
factors difficult to predict, making their price highly volatile.
Also, mortgage securities, especially stripped mortgage-backed
securities, are subject to prepayment risk. Securities subject to
prepayment risk generally offer less potential for gains during a
declining interest rate environment, and similar or greater potential
for loss in a rising interest rate environment. 
RESTRICTIONS: Government Investment does not currently intend to
invest more than 40% of its assets in mortgage securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. Inverse floaters have interest rates that move
in the opposite direction from a benchmark, making the security's
market value more volatile.
STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other debt securities, although stripped
securities may be more volatile, and the value of certain types of
stripped securities may move in the same direction as interest rates.
U.S. Treasury securities that have been stripped by a Federal Reserve
Bank are obligations issued by the U.S. Treasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund temporarily transfers possession of a portfolio instrument to
another party in return for cash. This could increase the risk of
fluctuation in the fund's yield or in the market value of its assets.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
PUT FEATURES entitle the holder to put (sell back) an instrument to
the issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. Demand features and standby commitments
are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors
such as changes in real estate values and property taxes, interest
rates, cash flow of underlying real estate assets, overbuilding, and
the management skill and creditworthiness of the issuer. Real
estate-related instruments may also be affected by tax and regulatory
requirements, such as those relating to the environment.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices,
interest rates, currency exchange rates, commodity prices, or other
factors that affect security values. These techniques may involve
derivative transactions such as buying and selling options and futures
contracts, entering into currency exchange contracts or swap
agreements, purchasing indexed securities, and selling securities
short.
FMR can use these practices to adjust the risk and return
characteristics of a fund's portfolio of investments. If FMR judges
market conditions incorrectly or employs a strategy that does not
correlate well with a fund's investments, these techniques could
result in a loss, regardless of whether the intent was to reduce risk
or increase return. These techniques may increase the volatility of a
fund and may involve a small investment of cash relative to the
magnitude of the risk assumed. In addition, these techniques could
result in a loss if the counterparty to the transaction does not
perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other
borrower. They have additional risks beyond conventional debt
securities because they may entail less legal protection for a fund,
or there may be a requirement that the fund supply additional cash to
a borrower on demand.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: Each fund (except High Yield and Strategic Income) may
not purchase a security if, as a result, more than 10% of its assets
would be invested in illiquid securities. 
Each of High Yield and Strategic Income may not purchase a security
if, as a result, more than 15% of its assets would be invested in
illiquid securities. 
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income (exempt from federal income tax in
the case of a municipal money market fund) while maintaining a stable
$1.00 share price. A major change in interest rates or a default on
the money market fund's investments could cause its share price to
change.
RESTRICTIONS: Municipal Income, Inter   mediate Municipal Income, and
Short-Intermediate Municipal In    come, do not currently intend to
invest in repurchase agreements. 
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
or type of project. 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: With respect to 75% of its total assets, each of the
Equity Funds, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municip   al Income, an    d
Intermediate Municipal Income may not purchase a security if, as a
result, more than 5% would be invested in the securities of any
issuer. This limitation does not apply to U.S. Government securities
or, for TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, and Growth &
Income, to securities of other investment companies.
Strategic Income and Short-Intermediate Municipal Incom   e are    
considered non-diversified. Generally, to meet federal tax
requirements at the close of each quarter, each fund does not invest
more than 25% of its total assets in any issuer and, with respect to
50% of total assets, does not invest more than 5% of its total assets
in any issuer. These limitations do not apply to U.S. Government
securities or to securities of other investment companies.
A fund may not invest more than 25% of its total assets in any one
industry. This limitation does not apply to U.S. Government
securities.
Each of Municip   al Income, Inte    rmediate Municipal Income, and
Short-Intermediate Municipal Inc   ome m    ay invest more than 25% of
its total assets in tax-free securities that finance similar types of
projects.
BORROWING. Each fund may borrow from banks or from other funds advised
by FMR, or through reverse repurchase agreements. If a fund borrows
money, its share price may be subject to greater fluctuation until the
borrowing is paid off. If a fund makes additional investments while
borrowings are outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
LENDING securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc. (FBSI), an affiliate of FMR, is a
means of earning income. This practice could result in a loss or a
delay in recovering a fund's securities. A fund may also lend money to
other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets; however, Government Investment, Municipal Income,
Inter   mediate M    unicipal Income, and Short-Intermediate Municipal
Income do not currently intend to make loans.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval. 
TECHNOQUANT GROWTH FUND seeks capital growth.
MID CAP FUND seeks long-term growth of capital.
EQUITY GROWTH FUND seeks to achieve capital appreciation by investing
primarily in common and preferred stock and securities convertible
into the common stock of companies with above-average growth
characteristics. 
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common
stocks.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
primarily in securities of companies believed by FMR to involve a
"special situation." Under normal conditions, the fund will invest at
least 65% of its total assets in companies involving a special
situation. FMR intends to invest primarily in common stocks and
securities that are convertible into common stocks; however, it also
may invest in debt securities of all types and quality if FMR believes
that investing in these securities will result in capital
appreciation. The fund may invest up to 30% of its assets in foreign
investments.
LARGE CAP FUND seeks long-term growth of capital.
GROWTH & INCOME FUND seeks high total return through a combination of
current income and capital appreciation.
EQUITY INCOME FUND seeks a yield from dividend and interest income
which exceeds the composite dividend yield on securities comprising
the S&P 500. In addition, consistent with the primary objective of
obtaining dividend and interest income, the fund will consider the
potential for achieving capital appreciation.
BALANCED FUND seeks both income and growth of capital by investing in
a diversified portfolio of equity and fixed-income securities with
income, growth of income, and capital appreciation potential.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible
securities and preferred stocks.
STRATEGIC INCOME FUND seeks a high level of current income by
investing primarily in debt securities. The fund may also seek capital
appreciation.
MORTGAGE SECURITIES FUND seeks a high level of current income,
consistent with prudent investment risk, by investing primarily in
mortgage-related securities. In seeking current income, the fund may
also consider the potential for capital gain. 
GOVERNMENT INVESTMENT FUND seeks a high level of current income by
investing primarily in obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities.
INTERMEDIATE BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed-income obligations.
SHORT FIXED-INCOME FUND seeks to obtain a high level of current
income, consistent with the preservation of capital, by investing
primarily in a broad range of investment-grade fixed-income
securities. Where appropriate the fund will take advantage of
opportunities to realize capital appreciation.
MUNICIPAL INCOME FUND see   ks to provide a hi    gh current yield by
investing in a diversified portfolio of municipal obligations whose
interest is not included in gross income for purposes of calculating
federal income tax. The fund normally invests at least 80% of its
assets in municipal obligations whose interest is free from federal
income tax.
INTERMEDIATE MUNICIPAL INCOME FUND seeks the highest level of income
exempt from federal income taxes that can be obtained consistent with
the preservation of capital. The fund normally invests at least 80% of
its assets in securities whose interest is free from federal income
tax.
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND seeks as high a level of
current income, exempt from federal income tax, as is consistent with
preservation of capital. The fund normally invests at least 80% of its
assets in municipal obligations whose interest is free from federal
income tax.
With respect to 75% of its total assets, each of the Equity Funds,
High Yield, Mortgage Securities, Government Investment, Intermediate
Bond, Short Fixed-Income, Municipal Income,    and     Intermediate
Municipal Income 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, for TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, and Growth &
Income, to securities of other investment companies.
Each fund may not invest more than 25% of its total assets in any one
industry. This limitation does not apply to U.S. Government
securities.
Each fund may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of each fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
that class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services for certain of the funds. Each fund
also pays OTHER EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse a fund for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a fund if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be terminated at any time without notice, can decrease a
fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Equity
Income pays a monthly management fee at an annual rate of 0.50% of its
average net assets. For each of TechnoQuant Growth, Mid Cap, Equity
Growth, Large Cap, Growth & Income, Balanced, High Yield, Strategic
Income, Mortgage Securities, Government Investment, Intermediate Bond,
Short Fixed-Income, Municipa   l Income, Int    ermediate Municipal
Income, and Short-Intermediate Municipal Inc   ome    , the fee is
calculated by adding a group fee rate to an individual fund fee rate,
and multiplying the result by the fund's average net assets. For
Growth Opportunities and Strategic Opportunities, the fee is
calculated by taking a basic fee and then applying a performance
adjustment. The performance adjustment either increases or decreases
the management fee, depending on how well each fund has performed
relative to the S&P 500.
The basic fee rate (calculated monthly) is calculated by adding a
group fee rate to an individual fund fee rate, and multiplying the
result by the fund's average net assets.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52% for
TechnoQuant Growth, Mid Cap, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, and Balanced or
0.37% for High Yield, Strategic Income, Mortgage Securities,
Government Investment, Intermediate Bond, Short Fixed-Income,
Municipal Income,    Intermediate     Municipal Income, and
Short-Intermediate Municipal I   ncome,     and it drops as total
assets under management increase. 
The performance adjustment rate is calculated monthly by comparing
Growth Opportunities' and Strategic Opportunities' performance to that
of the S&P 500 over the most recent 36-month period. The difference is
translated into a dollar amount that is added to or subtracted from
the basic fee. The maximum annualized performance adjustment rate is
(plus/minus) 0.20% of a fund's average net assets over the performance
period.
For purposes of calculating the performance adjustment for each of
Growth Opportunities and Strategic Opportunities, the fund's
investment performance will be based on the average performance of all
classes of the fund weighted according to their average assets for
each month in the performance period.
The following table states the management fee rate for each fund for
its most recent fiscal year end:
       GROUP     INDIVIDUAL   TOTAL MANAGEMENT    
      FEE RATE    FUND FEE    FEE RATE            
                  RATE                            
 
TECHNOQUANT GROWTH                           
 
   MID CAP                                   
 
EQUITY GROWTH                                
 
GROWTH OPPORTUNITIES [A]                     
 
STRATEGIC OPPORTUNITIES [A]                  
 
LARGE CAP                                    
 
GROWTH & INCOME                              
 
EQUITY INCOME                                
 
BALANCED                           [B]       
 
HIGH YIELD                                   
 
STRATEGIC INCOME                             
 
MORTGAGE SECURITIES                          
 
GOVERNMENT INVESTMENT                        
 
INTERMEDIATE BOND                                 
 
SHORT FIXED-INCOME                                
 
MUNICIPAL INCOME FUND                             
 
INTERMEDIATE MUNICIPAL INCOME                     
 
SHORT-INTERMEDIATE MUNICIPAL INCOME               
 
[A] The basic fee rate for the fiscal year ende   d 1997     was ---%
for Growth Opportunities and ---% for Strategic Opportunities.
[B] Effective August 1, 1996, FMR voluntarily agreed to reduce the
fund's individual fund fee rate from 0.20% to 0.15%. If this reduction
was not in effect, the total fee would have been ---%.
FMR HAS SUB-ADVISORY AGREEMENTS with four affiliates: FMR U.K., FMR
Far East, FIJ, and FIIA. FIIA in turn has a sub-advisory agreement
with FIIA(U.K.)L. These sub-advisers are compensated for providing FMR
with investment research and advice on issuers based outside the
United States. FMR pays FMR U.K. and FMR Far East fees equal to 110%
and 105%, respectively, of the costs of providing these services. FMR
pays FIJ and FIIA a fee equal to 30% of its management fee rate
associated with investments for which the sub-adviser provided
investment advice.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal to
50% of its management fee rate with respect to a fund's investments
that the sub-adviser manages on a discretionary basis. FIIA pays
FIIA(U.K.)L a fee equal to 110% of the cost of providing these
services.
   For     the fiscal year ended 1997, FMR, on behalf of each fund
with sub-advisory agreements paid FMR U.K., FMR Far East, FIJ, and
FIIA fees equal to [less th   an] --%,     of each fund's average net
assets.
OTHER EXPENSES
While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for the Institutional Class of the Equity Funds,
High Yield, Strategic Income, Mortgage Securities, Government
Investment, Intermediate Bond, and Short Fixed-Income (the Taxable
Funds). Fidelity Service Company, Inc. (FSC) calculates the net asset
value per share (NAV) and dividends for the Institutional Class of the
Taxable Funds, and maintains the general accounting records and
administers the securities lending    pro    gram for the Taxable
Funds.
For the fiscal year ended    1997    , transfer agency and pricing and
bookkeeping fees (as a percentage of average net assets) amounted to
the following. These amounts are before expense reductions, if any.
      TRANSFER AGENCY    PRICING AND    
      FEES PAID          BOOKKEEPING    
                         FEES PAID      
 
TECHNOQUA   NT GRO    WTH            
 
MID CAP                              
 
EQUITY GROWTH                        
 
GROWTH OPPORTUNITIES                 
 
STRATEGIC OPPORTUNITIES              
 
LARGE CAP                            
 
GROWT   H & INCOME                   
 
EQUITY INCOME                        
 
BALANCED                             
 
HIGH YIELD                           
 
STRATEGIC INCOME                     
 
MORTGAGE SECURITIES                  
 
GOVERNMENT INVESTMENT                
 
INTERMEDIATE BOND                    
 
SHORT FIXED-INCOME                   
 
UMB is the transfer and service agent for Municipal Income,
   Int    ermediate Municipal Income, and Short-Intermediate Municipal
Incom   e (t    he Municipal Funds). UMB has entered into a
sub-agreement with FIIOC. FIIOC performs transfer agency, dividend
disbursing and shareholder servicing functions for the Institutional
Class of the Municipal Funds. UMB has also entered into a
sub-agreement with FSC. FSC calculates the NAV and dividends for the
Institutional Class of the Municipal Funds, and maintains the general
accounting records for each fund. Under the terms of the
sub-agreements, FIIOC and FSC receive all related fees paid to UMB by
the Institutional Class.
For the fiscal year ended 1   997,     transfer agency and pricing and
bookkeeping fees paid (as a percentage of average net assets) amounted
to the following. These amounts are before expense reductions, if any.
                                      TRANSFER AGENCY    PRICING AND    
                                      FEES PAID          BOOKKEEPING    
                                                         FEES PAID      
 
MUNICIPAL INCOME                                                        
 
INTERMEDIATE MUNICIPAL INCOME                                           
 
SHORT-INTERMEDIATE MUNICIPAL INCOME                                     
 
The Institutional Class of each fund has adopted a DISTRIBUTION AND
SERVICE PLAN. Each plan recognizes that FMR may use its management fee
revenues, as well as its past profits or its resources from any other
source, to pay FDC for expenses incurred in connection with the
distribution of Institutional Class shares. FMR, directly or through
FDC, may make payments to third parties, such as banks or
broker-dealers, that engage in the sale of, or provide shareholder
support services for, Institutional Class shares. Currently, the Board
of Trustees of each fund has authorized such payments. 
Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity. A
broker-dealer may use a portion of the commissions paid by a fund to
reduce that fund's custodian or transfer agen   t fees    .
   The portfolio turnover rate for the fiscal year ended 1997 was --%
for TechnoQuant Growth, ---% for Mid Cap, ---% for Equity Growth, ---%
for Growth Opportunities, ---% for Strategic Opportunities, ---% for
Large Cap, ---% for Growth & Income, ---% for Equity Income, ---% for
Balanced, ---% for High Yield, ---% for Strategic Income, ---%, ---%
for Mortgage Securities, ---%for Government Investment, ---% for
Intermediate Bond, ---% for Short Fixed-Income, ---% for Municipal
Income, ---% for Intermediate Municipal Income, and ---% for
Short-Intermediate Municipal Income.    
Portfolio turnover rates vary from year to year. High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing.
YOUR ACCOUNT
 
 
TYPES OF ACCOUNTS
When you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or
fees that may apply. Certain features of the funds, such as minimum
initial or subsequent investment amounts, may be modified. 
The different ways to set up (register) your account with Fidelity are
listed    at right    .
The account guidelines that follow may not apply to certain funds or
to certain retirement accounts. For instance, municipal funds are not
available for purchase in retirement accounts. If you are investing
through a retirement account or if your employer offers a fund through
a retirement program, you may be subject to additional fees. For more
information, please refer to your program materials, contact your
employer, or call your retirement benefits number or your investment
professional directly, as appropriate.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have
two or more owners (tenants).
RETIREMENT (THE FOLLOWING OPTIONS ARE AVAILABLE ONLY FOR TAXABLE
FUNDS)
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of
legal age and under 70 1/2(checkmark)(solid club) with earned income
to invest up to $2,000 per tax year. Individuals can also invest in a
spouse's IRA if the spouse has earned income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) 401(K) PLANS allow employees of corporations of all
sizes to contribute a percentage of their wages on a tax-deferred
basis. These accounts need to be established by the trustee of the
plan.
(solid bullet) MONEY PURCHASE/PROFIT SHARING PLANS (KEOGH PLANS) are
tax-deferred pension accounts designated for employees of
unincorporated businesses or for persons who are self-employed.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide
small business owners or those with self-employed income (and their
eligible employees) with many of the same advantages as a Keogh, but
with fewer administrative requirements.
(solid bullet) SIMPLE IRAS provide small business owners and those
with self-employed income (and their eligible employees) with many of
the advantages of a 401(k) plan, but with fewer administrative
requirements.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and
obtain tax benefits. An individual can give up to $10,000 a year per
child without paying federal gift tax. Depending on state laws, you
can set up a custodial account under the Uniform Gifts to Minors Act
(UGMA) or the Uniform Transfers to Minors Act (UTMA). Contact your
investment professional.
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR
OTHER GROUPS
Contact your investment professional.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of Institutional Class is the class's net
asset value per share (NAV). Institutional Class's shares are sold
without a sales charge.
   Your shares will be purchased at the next NAV calculated after
you    r order is received in proper form. Institutional Class's NAV
is normally calculated each business day at 4:00 p.m. Eastern time.
Shares of Fidelity Advisor Short-Intermediate Municipal Income Fund
are offered to current shareholders only.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.
Fidelity must receive payment within three business days after an
order for shares is placed; otherwise your purchase order may be
canceled and you could be held liable for resulting fees and/or
losses.
Share certificates are not available for Institutional Class shares.
IF YOU ARE NEW TO THE FIDELITY ADVISOR FUNDS, complete and sign an
account application and mail it along with your check. You may also
open your account by wire as described on page    .     If there is no
account application accompanying this prospectus, call
   1-800-843-3001 or your invest    ment professional.
If you are investing through a tax-sheltered retirement plan, such as
an IRA, for the first time, you will need a special application.
Contact your investment professional for more information and a
retirement account application.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY ADVISOR FUND, you
can:
(small solid bullet) Mail an account application with a check,
(small solid bullet) Place an order and wire money into your account, 
(small solid bullet) Open your account by exchanging from the same
class of another Fidelity Advisor fund or from another Fidelity fund,
or
(small solid bullet) Contact your investment professional.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $2,500
For Fidelity Advisor IRA, Rollover IRA, SEP-IRA and Keogh accounts
$500
Through regular investment plans*  $1,000
TO ADD TO AN ACCOUNT $250
For Fidelity Advisor IRA, Rollover IRA, SEP-IRA and Keogh accounts
$100
Through regular investment plans* $100
MINIMUM BALANCE $1,000
For Fidelity Advisor IRA, Rollover IRA, SEP-IRA and Keogh accounts 
None
*AN ACCOUNT MAY BE OPENED WITH A MINIMUM OF $1,000, 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 .
There is no minimum account balance or initial or subsequent
investment minimum for certain retirement accounts funded through
salary deduction, or accounts opened with the proceeds of
distributions from such Fidelity retirement accounts. Refer to the
program materials for details.
For further information on opening an account, please consult your
investment professional or refer to the account application.
 
 
 
<TABLE>
<CAPTION>
<S>             <C>                                                   <C>                                               
                TO OPEN AN ACCOUNT                                    TO ADD TO AN ACCOUNT                               
 
PHONE           (small solid bullet) Exchange from the same class of
                another Fidelity Advisor fund or                      (small solid bullet) Exchange from the same class of
                                                                       another Fidelity Advisor fund or    
1-800-843-3001
 OR YOUR        from another Fidelity fund account with the same
                registration,                                         from another Fidelity fund account with the same
                                                                      registration,                        
INVESTMENT
 PROFESSIONAL   including name, address, and taxpayer ID number.      including name, address, and taxpayer ID number.
                                                                                                                      
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                 <C>                                          <C>                                                    
Mail (mail_graphic) (small solid bullet) Complete and sign
                    the account application. Make your check     (small solid bullet)  Make your check payable to the
                                                                 complete name of the fund of your 
                    payable to the complete name of the fund
                    of your choice and note                      choice and note the applicable class. Indicate your fund
                                                                 account
                    the applicable class. Mail to the address
                    indicated on the                             number on your check and mail to the address printed on
                                                                 your                             
                    application.                                 account statement.                                         
                    
                                                                 (small solid bullet) Exchange by mail:
                                                                 call 1-800-843-3001 or your investment
                                                                 professional    
                                                                 for instructions.                                          
                                  
 
In Person
 (hand_graphic)     (small solid bullet) Bring your account
                    application and check to your investment     (small solid bullet) Bring your check to your investment
                                                                 professional. 
                    professional.                                                                                       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                                 <C>                                           
Wire (wire_graphic)   (small solid bullet) Call 1-800-843-3001
                      to set up your account and to arrange a wire        (small solid bullet) Not available for retirement
                                                                          accounts.       
                      transaction. Not available for retirement accounts. (small solid bullet) Wire to:                    
                      (small solid bullet) Wire to:                       Banker's Trust Co.                              
                      Banker's Trust Co.                                  Routing # 021001033                              
                      Routing # 021001033                                 Fidelity DART Depository                     
                      Fidelity DART Depository                            Account # 00159759                             
                      Account #00159759                                   FBO: (account name)                           
                      FBO: (account name)                                 (account number)                           
                      (account number)                                   
                      Specify the complete name of the fund of your
                      choice, note the 
                      Specify the complete name of the fund of your
                      choice, note the                                    applicable class and include your account number
                                                                          and your name.   
                      applicable class and include your new account
                      number and your                                                                           
                      name.                                                                                         
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                   <C>                                          
Automatically (automatic_graphic)   (small solid bullet) Not available.   (small solid bullet) Use Fidelity Advisor
                                                                          Systematic Investment Program. Sign up for this   
                                                                          service when opening your account, or call your
                                                                          investment  
                                                                          professional to begin the program. 
 
</TABLE>
 
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. 
THE PRICE TO SELL ONE SHARE of Institutional Class is the class's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form. Institutional Class's NAV is normally
calculated each business day at 4:00 p.m. Eastern time.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the
methods described on these two pages.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request
must be made in writing, except for exchanges to shares of the same
class of another Fidelity Advisor fund or shares of other Fidelity
funds, which can be requested by phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$1,000 worth of shares in the account to keep it open (account minimum
balances do not apply to retirement and Fidelity Defined Trust
accounts).
TO SELL SHARES BY BANK WIRE, you will need to sign up for this service
in advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of
shares,
(small solid bullet) Your account registration has changed within the
last 30 days,
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address),
(small solid bullet) The check is being made payable to someone other
than the account owner,
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity Advisor account with a different registration,
(small solid bullet) You wish to set up the bank wire feature, or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank,
broker, dealer, credit union (if authorized under state law),
securities exchange or association, clearing agency, or savings
association. A notary public cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be
redeemed, and
(small solid bullet) Any other applicable requirements listed in the
table on page .
Deliver your letter to your investment professional, or mail it to the
following address:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081 
Unless otherwise instructed, Fidelity will send a check to the record
address.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
 
 
<TABLE>
<CAPTION>
<S>                    <C>                                  <C>                                                             
                               
PHONE                  All account types except retirement  (small solid bullet) Maximum check
                                                            request: $100,000.                
1-800-843-3001 OR YOUR All account types                    (small solid bullet) You may exchange to
                                                            the same class of other Fidelity Advisor funds         
INVESTMENT PROFESSIONAL                                     or to other Fidelity funds if both accounts are registered with
                                                            the 
                                                            same name(s), address, and taxpayer ID number.             
 
Mail or in Person
 (mail_graphic)
(hand_graphic)         Individual, Joint Tenant,
                       Sole Proprietorship, UGMA, UTMA      (small solid bullet) The letter of instruction must be signed by
                                                            all persons required to        
                                                            sign for transactions, exactly as their names appear on the
                                                            account.                            
                       Retirement account                   (small solid bullet) The account owner should complete a
                                                            retirement distribution form. Call
                                                            1-800-843-3001 or your investment professional to request one. 
 
                       Trust                                (small solid bullet) The trustee must sign the letter indicating
                                                            capacity as trustee. If the 
                                                            trustee's name is not in the account registration, provide a
                                                            copy of the                        
                                                            trust document certified within the last 60 days.          
 
                       Business or Organization             (small solid bullet) At least one person authorized by corporate
                                                            resolution to act on           
                                                            the account must sign the letter.  
 
                       Executor, Administrator,
                       Conservator/Guardian                 (small solid bullet) Call 1-800-843-3001 or your investment
                                                            professional for 
                                                            instructions.
 
Wire (wire_graphic)    All account types except retirement  (small solid bullet) You must sign up for the wire feature
                                                            before using it. To verify that
                                                            it is in place, call 1-800-843-3001. Minimum wire: $500.     
                                                            (small solid bullet) Your wire redemption request must be
                                                            receive   d in proper for    m by 
                                                            the transfer agent before 4:00 p.m. Eastern time for money to be 
                                                            wired on the next business day.                        
 
</TABLE>
 
INVESTOR SERVICES
Fidelity Advisor funds provide a variety of services to help you
manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements after certain
transactions
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
the fund. Call your investment professional if you need additional
copies of financial reports and prospectuses.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your Institutional Class shares and
buy Institutional Class shares of other Fidelity Advisor funds or
shares of other Fidelity funds, by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar
year, and that they may have tax consequences for you. For details on
policies and restrictions governing exchanges, including circumstances
under which a shareholder's exchange privilege may be suspended or
revoked, see "Exchange Restrictions," page .
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up
periodic redemptions from your account. Accounts with a value of
$10,000 or more in Institutional Class shares are eligible for this
program.
One easy way to pursue your financial goals is to invest money
regularly. Fidelity Advisor funds offer convenient services that let
you transfer money into your fund account, or between fund accounts,
automatically. While regular investment plans do not guarantee a
profit and will not protect you against loss in a declining market,
they can be an excellent way to invest for retirement, a home,
educational expenses, and other long-term financial goals. Certain
restrictions apply for retirement accounts. Call your investment
professional for more information.
REGULAR INVESTMENT PLANS
 
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND
 
 
 
<TABLE>
<CAPTION>
<S>        <C>          <C>                             <C>                                                             
MINIMUM    MINIMUM      FREQUENCY                       SETTING UP OR CHANGING                                       
INITIAL    ADDITIONAL                                                                                                 
 
$1,000     $100         Monthly, bimonthly, quarterly,  (small solid bullet) For a new account, complete the appropriate
                                                        section on the application.                                         
                        or semi-annually                (small solid bullet) For existing accounts, call your investment
                                                        professional for an application.                                    
                                                        (small solid bullet) To change the amount or frequency of your
                                                        investment, contact your investment professional directly or, call 
                                                         1-800-843-3001. Call at least 10 business days prior to your next
                                                        scheduled investment date. 
 
</TABLE>
 
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and capital
gains to shareholders each year. Each fund pays capital gains, if any,
in December and may pay additional capital gains after the close of
its fiscal year. Normally, dividends for Growth & Income, Equity
Income, and Balanced are distributed in March, June, September and
December; dividends for TechnoQuant Growth, Mid Cap, Equity Growth,
Growth Oppor   tunities, Strat    egic Opportunities, and Large Cap
are distributed in December and January; dividends for Strategic
Income, High Yield, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipal Income,
   In    termediate Municipal Income, and    Sh    ort-Intermediate
Municipal Income are declared daily and paid monthly.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you
want to receive your distributions. The funds offer four options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions
will be automatically reinvested in additional shares of the same
class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital
gain distributions.
4. DIRECTED DIVIDENDS(registered trademark) PROGRAM. Your dividend
distributions will be automatically invested in the same class of
shares of another identically registered Fidelity Advisor fund. You
will be sent a check for your capital gain distributions or your
capital gain distributions will be automatically reinvested in
additional shares of the same class of the fund.
If you select distribution option 2, 3, or 4 and the U.S. Postal
Service cannot deliver your checks, or if your checks remain uncashed
for six months, those checks will be reinvested in your account at the
current NAV and your election may be converted to the Reinvestment
Option. To change your distribution option, call your investment
professional directly or call 1-800-843-3001.
For retirement accounts, all distributions are automatically
reinvested. When you are over 59 years old, you can receive
distributions in cash.
When each of the Equity Funds deducts a distribution from its NAV, the
reinvestment price is the applicable class's NAV at the close of
business that day. Dividends from the Bond Funds, the
Intermediate-Term Bond Funds, and the Short-Term Bond Funds will be
reinvested at the applicable class's NAV on the last day of the month.
Capital gain distributions from Bond Funds, the Intermediate-Term Bond
Funds, and the Short-Term Bond Funds will be reinvested at the NAV as
of the date the applicable fund deducts the distributions from its
NAV. The mailing of distribution checks will begin within seven days,
or longer for a December ex-dividend date.
TAXES
As with any investment, you should consider how an investment in the
funds could affect you. Below are some of the funds' tax implications.
If your account is not a tax-deferred retirement account, be aware of
these tax implications. 
TAXES ON DISTRIBUTIONS. Interest income that the Municipal Funds earn
is distributed to shareholders as income dividends. Interest that is
federally tax-free remains tax-free when it is distributed.
Distributions from each fund (except the Municipal Funds), however,
are subject to federal income tax. Each fu   nd ma    y also be
subject to state or local taxes. If you live outside the United
States, your distributions from these funds could also be taxed by the
country in which you reside.
For federal tax purposes, income and short-term capital gains from the
Taxable Funds are distributed as dividends and taxed as ordinary
income; capital gain distributions are taxed as long-term capital
gains.
However, for shareholders of the Municipal Funds, gain on the sale of
tax-free bonds results in taxable distributions. Short-term capital
gains and a portion of the gain on bonds purchased at a discount are
distributed as dividends and taxed as ordinary income; capital gain
distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally
free from state and local income taxes. However, particular states may
limit this benefit, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for the
benefit. Ginnie Mae securities and other mortgage-backed securities
are notable exceptions in most states. In addition, some states may
impose intangible property taxes. You should consult your own tax
adviser for details and up-to-date information on the tax laws in your
state.
Distributions are taxable when they are paid, whether you take them in
cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.
Every January, Fidelity will send you and the IRS a statement showing
the tax characterization of distributions paid to you in the previous
year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. Each of the Municipal Funds may invest up to
100% of its assets in these securities. Individuals who are subject to
the tax must report this interest on their tax returns.
A portion of the dividends from each of the Municipal Funds may be
free from state or local taxes. Income from investments in your state
are often tax-free to you. Each year, Fidelity will send you a
breakdown of each of these funds' income from each state to help you
calculate your tax   es.    
   During the fiscal year ended 1997, ---% of the income dividends
f    rom Municipa   l Income, Inte    rmediate Municipal Income, and
Short-Intermediate Municipal Income    w    as free from federal
income ta   x. D    uring the fiscal year ended 1997, ---% of
Municipal Income's,    ---    % of Intermediate Municipal Income's,
and ---% of Short-Intermediate Municipal Income   's div    idends
were subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your redemptions-including exchanges-are
subject to capital gains tax. A capital gain or loss is the difference
between the cost of your shares and the price you receive when you
sell them. 
Whenever you sell shares of a fund, Fidelity will send you a
confirmation statement showing how many shares you sold and at what
price. 
You will also receive a consolidated transaction statement at least
quarterly. However, it is up to you or your tax preparer to determine
whether this sale resulted in a capital gain and, if so, the amount of
tax to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the
information they contain will be essential in calculating the amount
of your capital gains.
"BUYING A DIVIDEND." If you buy shares when a class has realized but
not yet distributed income or capital gains, you will pay the full
price for the shares and then receive a portion of the price back in
the form of a taxable distribution.
CURRENCY CONSIDERATIONS. For funds that can invest in foreign
securities, if a fund's dividends exceed its taxable income in any
year, which is sometimes the result of currency-related losses, all or
a portion of the fund's dividends may be treated as a return of
capital to shareholders for tax purposes. To minimize the risk of a
return of capital, a fund may adjust its dividends to take currency
fluctuations into account, which may cause the dividends to vary. Any
return of capital will reduce the cost basis of your shares, which
will result in a higher reported capital gain or a lower reported
capital loss when you sell your shares. The statement you receive in
January will specify if any distributions included a return of
capital.
EFFECT OF FOREIGN TAXES. Foreign governments may impose taxes on a
fund and its investments, and these taxes generally will reduce a
fund's distributions. However, if you meet certain holding period
requirements with respect to your fund shares, an offsetting tax
credit may be available to you. If you do not meet such holding period
requirements, you may still be entitled to a deduction for certain
foreign taxes. In either case, your tax statement will show more
taxable income or capital gains than were actually distributed by the
fund, but will also show the amount of the available offsetting credit
or deduction.
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments. 
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open. FSC normally calculates Institutional Class's NAV as
of the close of business of the NYSE, normally 4:00 p.m. Eastern time.
 A CLASS'S NAV is the value of a single share. The NAV of each class
is computed by adding that class's pro rata share of the value of the
applicable fund's investments, cash, and other assets, subtracting
that class's pro rata share of the value of the applicable fund's
liabilities, subtracting the liabilities allocated to that class, and
dividing the result by the number of shares of that class that are
outstanding.
Each fund's assets are valued primarily on the basis of market
quotations or on the basis of information furnished by a pricing
service. Short-term securities with remaining maturities of sixty days
or less for which quotations and information furnished by a pricing
service are not readily available are valued on the basis of amortized
cost. This method minimizes the effect of changes in a security's
market value. Foreign securities are valued on the basis of quotations
from the primary market in which they are traded, and are translated
from the local currency into U.S. dollars using current exchange
rates. In addition, if quotations and information furnished by a
pricing service are not readily available, or if the values have been
materially affected by events occurring after the closing of a foreign
market, assets may be valued by another method that the Board of
Trustees believes accurately reflects fair value.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.
   YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to redeem and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations,     and
certain fiduciaries.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during
periods of unusual market activity), consider placing your order by
mail.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a
period of time. Each fund also reserves the right to reject any
specific purchase order, including certain purchases by exchange. See
"Exchange Restrictions" on page . Purchase orders may be refused if,
in FMR's opinion, they would disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next NAV calculated after your order is received    in
prop    er form. Note the following: 
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks. 
(small solid bullet) Fidelity does not accept cash. 
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.
(small solid bullet) Automated Purchase Orders: For shares of the Bond
Funds, the Intermediate-Term Bond Funds, and Short-Term Bond Funds,
you begin to earn dividends as of the day your funds are received.
(small solid bullet) Other Purchases: For shares of the Bond Funds,
the Intermediate-Term Bond Funds, and Short-Term Bond Funds, you begin
to earn dividends as of the first business day following the day your
funds are received.
AUTOMATED PURCHASE ORDERS. Institutional Class shares can be purchased
or sold through investment professionals utilizing an automated order
placement and settlement system that guarantees payment for orders on
a specified date.
CONFIRMED PURCHASES. Certain financial institutions that meet FDC's
creditworthiness criteria may enter confirmed purchase orders on
behalf of customers by phone, with payment to follow no later than
close of business on the next business day. If payment is not received
by the next business day, the order will be canceled and the financial
institution will be liable for any losses.
TO AVOID THE COLLECTION PERIOD associated with check purchases,
consider buying shares by bank wire, U.S. Postal money order, U.S.
Treasury check, Federal Reserve check, or automatic investment plans.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper   
for    m. Note the following: 
(small solid bullet) Normally, redemption proceeds will be mailed to
you on the next business day, but if making immediate payment could
adversely affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Shares of the Bonds Funds, the Intermediate-Term
Bond Funds, and the Short-Term Bond Funds will earn dividends through
the date of redemption; however, shares redeemed on a Friday or prior
to a holiday will continue to earn dividends until the next business
day.
(small solid bullet) Each fund may hold payment on redemptions until
it is reasonably satisfied that investments made by check have been
collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
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.
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $1,000 you will be
given 30 days' notice to reestablish the minimum balance. If you do
not increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV on the day your account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC will, at its expense, provide promotional incentives such as sales
contests and luxury trips to investment professionals who support the
sale of shares of the funds. In some instances, these incentives will
be offered only to certain types of investment professionals, such as
bank-affiliated or non-bank affiliated broker-dealers, or to
investment professionals whose representatives provide services in
connection with the sale or expected sale of significant amounts of
shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging your
Institutional Class shares for Institutional Class shares of other
Fidelity Advisor funds or for shares of other Fidelity funds. However,
you should note the following:
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) If you exchange into a fund with a sales charge,
you pay the percentage difference between that fund's sales charge and
any sales charge you may have previously paid in connection with the
shares you are exchanging. For example, if you had already paid a
sales charge of 2% on your shares and you exchange them into a fund
with a 3% sales charge, you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund
performance and shareholders, each fund reserves the right to
temporarily or permanently terminate the exchange privilege of any
investor who makes more than four exchanges out of a fund per calendar
year. Accounts under common ownership or control, including accounts
with the same taxpayer identification number, will be counted together
for purposes of the four exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
in certain institutional retirement plans to conform to plan exchange
limits and Department of Labor regulations. See your plan materials
for further information.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would
be unable to invest the money effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify these
exchange privileges in the future. 
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 trading fees of up to 1.50% on exchanges. Check each fund's
prospectus for details.
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.
APPENDIX A
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF CORPORATE BONDS
Moody's ratings for obligations with an original remaining maturity in
excess of one year fall within nine categories. They range from Aaa
(highest quality) to C (lowest quality). Moody applies numerical
modifiers of 1, 2, or 3 to each generic rating classification from Aa
through B. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks
on the lower end of its generic rating category.
AAA - Bonds that are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than the Aaa securities.
A - Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.
BAA - Bonds that are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
BA - Bonds that are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B - Bonds that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of
time may be small.
CAA - Bonds that are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect
to principal or interest.
CA - Bonds that are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.
C - Bonds that are rated C are the lowest-rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF CORPORATE BONDS
Debt issues may be designated by Standard & Poor's as either
investment grade ("AAA" through "BBB") or speculative grade ("BB"
through "D"). While speculative grade debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major exposures to adverse conditions. Ratings from
AA to CCC may be modified by the addition of a plus sign (+) or minus
sign (-) to show relative standing within the major rating categories.
AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay
principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher-rated issues only in small
degree.
A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in
higher-rated categories.
BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to inadequate capacity to meet timely
interest and principal payments. The BB rating category is also used
for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The B
rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and
economic conditions to meet timely payment of interest and repayment
of principal. In the event of adverse business, financial, or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied B or
B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C
rating may be used to cover a situation where a bankruptcy petition
has been filed but debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest
is being paid.
D - Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The
D rating will also be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
APPENDIX B
TECHNOQUANT GROWTH - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    
Calendar year total returns+                                             1995   1996   1997   
 
TECHNOQUANT GROWTH -                                                                          
INSTITUTIONAL CLASS                                                                           
 
                                                                                              
 
                                                                                              
 
                                                                                              
 
</TABLE>
 
 
EQUITY GROWTH - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
EQUITY GROWTH - INSTITUTIONAL CLASS                                                                         
 
Lipper Growth Funds AverageA                                                                                
 
S&P 500                                                                                                     
 
Consumer Price Index                                                                                        
 
</TABLE>
 
 
GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                            <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+   1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
GROWTH OPPORTUNITIES -                                                                               
INSTITUTIONAL CLASS                                                                                  
 
Lipper Growth Funds AverageA                                                                         
 
S&P 500                                                                                              
 
Consumer Price Index                                                                                 
 
</TABLE>
 
 
STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+         1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
STRATEGIC OPPORTUNITIES -                                                                                  
INSTITUTIONAL CLASS                                                                                        
 
Lipper Capital Appreciation FundsB                                                                         
 
S&P 500                                                                                                    
 
Consumer Price Index                                                                                       
 
</TABLE>
 
 
GROWTH & INCOME - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                            <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    
Calendar year total returns+                                             1995   1996   1997   
 
GROWTH & INCOME -                                                                             
INSTITUTIONAL CLASS                                                                           
 
                                                                                              
 
                                                                                              
 
                                                                                              
 
</TABLE>
 
EQUITY INCOME - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+          1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
EQUITY INCOME - INSTITUTIONAL CLASS                                                                         
 
Lipper Equity Income Funds AverageC                                                                         
 
S&P 500                                                                                                     
 
Consumer Price Index                                                                                        
 
</TABLE>
 
 
BALANCED - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
BALANCED - INSTITUTIONAL CLASS                                                                         
 
Lipper Balanced Funds AverageD                                                                         
 
S&P 500                                                                                                
 
Consumer Price Index                                                                                   
 
</TABLE>
 
 
HIGH YIELD - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+               1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
HIGH YIELD - INSTITUTIONAL CLASS                                                                                 
 
Lipper High Current Yield Funds AverageE                                                                         
 
Merrill Lynch High Yield Master Index                                                                            
 
Consumer Price Index                                                                                             
 
</TABLE>
 
 
STRATEGIC INCOME - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                         <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    
Calendar year total returns+                                                          1995   1996   1997   
 
STRATEGIC INCOME - INSTITUTIONAL CLASS                                                                     
 
Lipper Multi-Sector Income Funds AverageF                                                                  
 
Merrill Lynch High Yield Master Index                                                                      
 
Consumer Price Index                                                                                       
 
</TABLE>
 
MORTGAGE SECURITIES - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                         <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+                1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
MORTGAGE SECURITIES - INSTITUTIONAL CLASS                                                                         
 
Lipper U.S. Mortgage Funds AverageG                                                                               
 
Lehman Brothers Mortgage-Backed                                                                                   
Securities Index                                                                                                  
 
Consumer Price Index                                                                                              
 
</TABLE>
 
 
GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                           <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+                  1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS                                                                         
 
Lipper General U.S. Government Funds                                                                                
AverageH                                                                                                            
 
Lehman Brothers Government Bond Index                                                                               
 
Consumer Price Index                                                                                                
 
</TABLE>
 
 
INTERMEDIATE BOND - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                       <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+              1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
INTERMEDIATE BOND - INSTITUTIONAL CLASS                                                                         
 
Lipper Intermediate Investment Grade                                                                            
Debt Funds AverageI                                                                                             
 
Lehman Brothers Intermediate                                                                                    
Government/Corporate Bond Index                                                                                 
 
Consumer Price Index                                                                                            
 
</TABLE>
 
 
SHORT FIXED-INCOME - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+               1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
SHORT FIXED-INCOME - INSTITUTIONAL CLASS                                                                         
 
Lipper Short Investment Grade Bond                                                                               
Funds AverageJ                                                                                                   
 
Lehman Brothers 1-3 Year                                                                                         
Government/Corporate Bond Index                                                                                  
 
Consumer Price Index                                                                                             
 
</TABLE>
 
 
MUNICIPAL INCOME - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                              <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+     1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
MUNICIPAL INCOME-                                                                                      
INSTITUTIONAL CLASS                                                                                    
 
Lipper General Municipal Debt                                                                          
Funds AverageK                                                                                         
 
Consumer Price Index                                                                                   
 
</TABLE>
 
 
 
INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    
Calendar year total returns+         1988   1989   1990   1991   1992   1993   1994   1995   1996   1997   
 
INTERMEDIATE MUNICIPAL INCOME -                                                                            
INSTITUTIONAL CLASS                                                                                        
 
Lipper Intermediate Municipal Debt                                                                         
Funds AverageL                                                                                             
 
Consumer Price Index                                                                                       
 
</TABLE>
 
SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS
        
       
       
       
       
 
<TABLE>
<CAPTION>
<S>                                      <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>    
Calendar year total returns+                                                             1995   1996   1997   
 
SHORT-INTERMEDIATE MUNICIPAL INCOME -                                                                         
INSTITUTIONAL CLASS                                                                                           
 
Lipper Short- Intermediate Municipal                                                                          
Debt Funds AverageM                                                                                           
 
Consumer Price Index                                                                                          
 
</TABLE>
 
+INITIAL OFFERING OF INSTITUTIONAL CLASS OF GROWTH OPPORTUNITIES,
BALANCED, HIGH YIELD, STRATEGIC INCOME, GOVERNMENT INVESTMENT, SHORT
FIXED-INCOM   E, MUNI    CIPAL INCOME, AND SHORT-INTERMEDIATE
MUNICIPAL INCOME TOOK PLACE ON JULY 3, 1995. INSTITUTIONAL CLASS
RETURNS PRIOR TO JULY 3, 1995 ARE THOSE OF CLASS T WHICH REFLECT A
12B-1 FEE OF 0.65% FOR GROWTH OPPORTUNITIES, STRATEGIC OPPORTUNITIES,
AND BALANCED, 0.25% FOR HIGH YIELD, STRATEGIC INCOME, GOVERNMENT
INVESTMENT, AND MUNICI   PAL INCO    ME, AND 0.15% FOR SHORT
FIXED-INCOME AND SHORT INTERMEDIATE MUNICIPAL INCOME. TOTAL RETURNS
FOR INSTITUTIONAL CLASS PRIOR TO JULY 3, 1995 WOULD HAVE BEEN HIGHER
IF CLASS T'S 12B-1 FEE HAD NOT BEEN REFLECTED. 
INITIAL OFFERING OF INSTITUTIONAL CLASS OF STRATEGIC OPPORTUNITIES
TOOK PLACE ON JULY 3, 1995. INSTITUTIONAL CLASS RETURNS PRIOR TO JULY
3, 1995 ARE THOSE OF INITIAL CLASS WHICH HAS NO 12B-1 FEE. 
INITIAL OFFERING OF INSTITUTIONAL CLASS OF MORTGAGE SECURITIES TOOK
PLACE ON MARCH 3, 1997. INSTITUTIONAL CLASS RETURNS PRIOR TO MARCH 3,
1997 ARE THOSE OF INITIAL CLASS WHICH HAS NO 12B-1 FEE.
[A] THE LIPPER GROWTH FUNDS AVERAGE CURRENTLY REFLECTS THE PERFORMANCE
OF OVER --- MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[B] THE LIPPER CAPITAL APPRECIATION FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER ---MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[C] THE LIPPER EQUITY INCOME FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[D] THE LIPPER BALANCED FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[E] THE LIPPER HIGH CURRENT YIELD FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[F] THE LIPPER MULTI-SECTOR INCOME FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[G] THE LIPPER U.S. MORTGAGE FUNDS AVERAGE CURRENTLY REFLECTS THE
PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR OBJECTIVES.
[H] THE LIPPER GENERAL U.S. GOVERNMENT BOND FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR
OBJECTIVES.
[I] THE LIPPER INTERMEDIATE INVESTMENT GRADE BOND FUNDS AVERAGE
CURRENTLY REFLECTS THE PERFORMANCE OF OVER --- MUTUAL FUNDS WITH
SIMILAR OBJECTIVES.
[J] THE LIPPER SHORT INVESTMENT GRADE BOND FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR
OBJECTIVES.
[K] THE L   IPPER GENERA    L MUNICIPAL DEBT FUNDS AVERAGE CURRENTLY
REFLECTS THE PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR
OBJECTIVES.
[L] THE LIPPER INTE   RME    DIATE MUNICIPAL DEBT FUNDS AVERAGE
CURRENTLY REFLECTS THE PERFORMANCE OF OVER --- MUTUAL FUNDS WITH
SIMILAR OBJECTIVES.
[M] THE LIPPER SHORT MUNICIPAL DEBT FUNDS AVERAGE CURRENTLY REFLECTS
THE PERFORMANCE OF OVER --- MUTUAL FUNDS WITH SIMILAR
OBJECTI   VES.    
TECHNOQUANT IS A TRADEMARK OF FMR CORP.

 FIDELITY ADVISOR FUNDS:
 CLASS A, CLASS T, CLASS B, CLASS C, INSTITUTIONAL CLASS, AND INITIAL
CLASS
CROSS REFERENCE SHEET
 
FORM N-1A
ITEM NUMBER  STATEMENT OF ADDITIONAL INFORMATION SECTION
 
<TABLE>
<CAPTION>
<S>                                       <C>                                                
10....................................    Cover Page                                         
 
11....................................    Cover Page                                         
 
12....................................    Description of the Trusts                          
 
13 a-c..............................      Investment Policies and Limitations                
 
     d.................................   Portfolio Transactions                             
 
14 a-c..............................      Trustees and Officers                              
 
15 a-c .............................      Trustees and Officers                              
 
16 a  i..............................     FMR                                                
 
         ii............................   Trustees and Officers                              
 
         iii...........................   Management Contracts                               
 
     b.................................   Management Contracts                               
 
     c.................................   *                                                  
 
     d.................................   Contracts with FMR Affiliates                      
 
     e.................................   *                                                  
 
     f.................................   Distribution and Service Plans                     
 
     g.................................   *                                                  
 
     h.................................   Description of the Trusts                          
 
     i.................................   Contracts with FMR Affiliates                      
 
17 a-d.............................       Portfolio Transactions                             
 
     e.................................   *                                                  
 
18 a.................................     Description of the Trusts                          
 
     b.................................   *                                                  
 
19 a.................................     Additional Purchase, Redemption, and Exchange      
                                          Information                                        
 
     b.................................   Valuation; Additional Purchase, Redemption, and    
                                          Exchange Information                               
 
     c.................................   *                                                  
 
20....................................    Distributions and Taxes                            
 
21 a, b.............................      Contracts with FMR Affiliates; Distribution and    
                                          Service Plans                                      
 
     c.................................   *                                                  
 
22 a    .............................     *                                                  
 
     b ................................   Performance                                        
 
23....................................    Financial Statements                               
 
</TABLE>
 
* Not Applicable
 
 
FIDELITY ADVISOR FUNDS
CLASS A, CLASS T, CLASS B, CLASS C, INSTITUTIONAL CLASS, AND INITIAL
CLASS
STATEMENT OF ADDITIONAL INFORMATION
   FEBRUARY 28, 1998    
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectuses
(dated February 28, 1998) for Class A, Class T, Class B, Class C,
Institutional Class, and Initial Class shares   .     Initial Class
shares are available only to current Initial Class shareholders.
Please retain this document for future reference. The funds' Annual
Reports are separate documents supplied with this SAI. To obtain a
free additional copy of a Prospectus or an Annual Report, please call
Fidelity at 1-800-544-8888 or your investment professional.
 
<TABLE>
<CAPTION>
<S>                                                                             <C>       
TABLE OF CONTENTS                                                               PAGE      
 
Investment Policies and Limitations                                                       
 
Special Considerations Affecting Canada                                                   
 
Special Considerations Affecting Latin America                                            
 
Special Considerations Affecting Japan, the Pacific Basin, and Southeast Asia             
 
Special Considerations Affecting Europe                                                   
 
   Special Considerations Affecting Africa                                                
 
Portfolio Transactions                                                                    
 
Valuation                                                                                 
 
Performance                                                                               
 
   Additional Purchase, Redemption and Exchange Information                               
 
Distributions and Taxes                                                                   
 
FMR                                                                                       
 
Trustees and Officers                                                                     
 
Management Contracts                                                                      
 
Distribution and Service Plans                                                            
 
Contracts with FMR Affiliates                                                             
 
Description of the Trusts                                                                 
 
Financial Statements                                                                      
 
Appendix                                                                                  
 
</TABLE>
 
   ACOM-ptb-0298    
For more information on any Fidelity fund, including charges and
expenses, call or write for a free prospectus. Read it carefully
before you invest or send money.
GROWTH FUNDS
Fidelity Advisor TechnoQuan   tSM     Growth Fund
Fidelity Advisor International Capital Appreciation Fund
Fidelity Advisor Overseas Fund
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund
Fidelity Advisor Large Cap Fund
GROWTH AND INCOME FUNDS
Fidelity Advisor Growth & Income Fund
Fidelity Advisor Equity Income Fund
Fidelity Advisor Balanced Fund 
TAXABLE INCOME FUNDS
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Mortgage Securities Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Intermediate Bond Fund
Fidelity Advisor Short Fixed-Income Fund
MUNICIPAL FUNDS
Fidelity Advisor Municipal Income Fund    (formerly Fidelity Advisor
High Income Municipal Fund)    
Fidelity Advisor Municipal Bond Fund
Fidelity Advisor Intermediate Municipal Income Fund
Fidelity Advisor Short-Intermediate Municipal Income Fund
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors (U.K.) Limited
(FIIA(U.K.)L)
Fidelity Investments Japan Limited (FIJ)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENTS
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
(Class A, Class T, Class B, Class C, and Institutional Class - Taxable
Funds)
UMB Bank, n.a. (UMB) (Class A, Class T, Class B, Class C,
Institutional Class, and Initial Class - Municipal Funds)
Fidelity Service Company, Inc. (FSC) (Initial Class - Taxable Funds)
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in
the Prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a fund's assets that may
be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets or other circumstances will
not be considered when determining whether the investment complies
with a fund's investment policies and limitations.
A fund's fundamental investment policies and limitations cannot be
changed without approval of a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940
Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.
TECHNOQUANT   SM     GROWTH 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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) 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.
(v) 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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
INTERNATIONAL CAPITAL APPRECIATION 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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 15% 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.
(v) 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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
OVERSEAS 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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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.
(ii) 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.
(iii) 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 (3)).    Th    e 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.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 15% 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.
(v) 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).
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
MID CAP 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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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.
(ii) 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.
(iii) 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 (3)).        T   he     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.
(iv) 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.
(v) 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.)
(vi) 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. 
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
EQUITY GROWTH 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) 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;
(4) underwrite any issue of securities (to the extent that the fund
may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(5) purchase the securities of any issuer (other than obligations
issued or guaranteed by the Government of the United States, its
agencies or instrumentalities) if, as a result, more than 25% of the
fund's total assets (taken at current value) would be invested in the
securities of issuers having their principal business activities in
the same industry;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) 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.
(v) 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.)
(vi) 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. 
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
GROWTH 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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) 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.
(v) 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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) 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.
(v) 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.)
(vi) 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. 
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
LARGE CAP 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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) 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.
(v) 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.)
(vi) 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. 
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
GROWTH & INCOME 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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) 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.
(v) 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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
EQUITY INCOME 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)
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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) 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.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 7.5%
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.)
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
BALANCED 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)
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) 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;
(4) 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;
(5) 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; 
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the Fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) 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.
(v) 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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
beginning on page .
       
EMERGING MARKETS INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS 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 (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;
(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);
(6) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(7) lend any security or make any other loan if, as a result, more
than 33 1/3% of total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.
(8) 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 INVESTMENT LIMITATIONS 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 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 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.
(v) The fund does not currently intend to purchase any security if, as
a result, more than 15% 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 7.5%
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.)
(vii) 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.
For purposes of limitation (i), Subchapter M generally requires the
fund to invest no more that 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 the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
HIGH YIELD 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)
if, as a result, (a) more than 5% of the value of the fund's total
assets would be invested in the securities of that issuer, or (b) it
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) 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;
(4) 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;
(5) purchase the securities 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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 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.
(ii) 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.
(iii) 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 (3)).    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.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 15% 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.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5%
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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
STRATEGIC INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS 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 (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;
(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);
(6) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(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.
(8) 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 INVESTMENT LIMITATIONS 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 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 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.
(v) The fund does not currently intend to purchase any security if, as
a result, more than 15% 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5%
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.)
(vii) 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.
For purposes of limitation (i), Subchapter M generally requires the
fund to invest no more that 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 the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
MORTGAGE SECURITIES 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)
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) 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;
(4) 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;
(5) purchase any security if, as a result thereof, more than 25% of
the value of its total assets would be invested in the securities of
companies having their principal business activities in the same
industry (this limitation does not apply to securities issued or
guaranteed by the United States government, its agencies or
instrumentalities);
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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 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.
(ii) 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.
(iii) 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 (3)). T   he fu    nd 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.
(iv) 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.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (i) lending money (up to 7.5%
of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (ii) 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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
GOVERNMENT INVESTMENT 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)
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) 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;
(4) 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;
(5) 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 issuers having their
principal business activities in the same industry;
(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other investments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies in the real estate
business);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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
repurchase agreements.
(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 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 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.
(ii) 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.
(iii) 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 (3)   ).     T   he     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.
(iv) 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.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5%
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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
INTERMEDIATE BOND 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)
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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of the fund's total assets would be lent to other parties
(but this limitation does not apply to purchases of debt securities or
to repurchase agreements).
(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 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 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.
(ii) 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.
(iii) 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 (3   ))    . T   he     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.
(iv) 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.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5%
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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
       
SHORT FIXED-INCOME 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)
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) 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;
(4) 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;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 with substantially the
same fundamental investment objective, policies, and limitations as
the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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.
(ii) 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.
(iii) 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 (3)).        T   he     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.
(iv) 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.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (i) lending money (up to 7.5%
of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser
or (ii) 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.)
(vi) 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.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
       
MUNICIPAL INCOME 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)
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) 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;
(4) underwrite securities issued by others (except to the extent that
the fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(5) 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 tax-exempt obligations issued or guaranteed by a
U.S. territory or possession or a state or local government, or a
political subdivision of any of the foregoing) if, as a result, more
than 25% of the fund's total assets would be invested in securities of
companies whose principal business activities are in the same
industry;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
(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 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 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. 
(ii) 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.
(iii) 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 (3)). T   he     f   und     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.
(iv) 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.
(v) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.
(vi) 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.
For purposes of investment limitations (1) and (5), FMR identifies the
issuer of a security depending on its terms and conditions. In
identifying the issuer, FMR will consider the entity or entities
responsible for payment of interest and repayment of principal and the
source of such payments; the way in which assets and revenues of an
issuing political subdivision are separated from those of other
political entities; and whether a governmental body is guaranteeing
the security.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
MUNICIPAL BOND 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)
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) 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;
(4) 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;
(5) 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 tax-exempt obligations issued or guaranteed by a
U.S. territory or possession or a state or local government, or a
political subdivision of any of the foregoing) if, as a result, more
than 25% of the fund's total assets would be invested in securities of
companies whose principal business activities are in the same
industry;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(8) 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.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i)  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.
(ii)  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.
(iii) 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 (3)).        T   he     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.
(iv) 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.
(v) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.
For purposes of limitations (1) and (5), FMR identifies the issuer of
a security depending on its terms and conditions. In identifying the
issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
       
       
INTERMEDIATE MUNICIPAL INCOME 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)
if, as a result, (a) more than 5% of its 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) 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;
(4) 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;
(5) 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 tax-exempt obligations issued or guaranteed by a
U.S. territory or possession or a state or local government, or a
political subdivision of any of the foregoing) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); 
(8) 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
(9) invest in companies for the purpose of exercising control or
management.
(10) 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 LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) 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.
(ii) 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.
(iii) 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 (3)).    Th    e 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.
(iv) 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.
(v) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.
(vi) 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.
For purposes of investment limitations (1) and (5), FMR identifies the
issuer of a security depending on its terms and conditions. In
identifying the issuer, FMR will consider the entity or entities
responsible for payment of interest and repayment of principal and the
source of such payments; the way in which assets and revenues of an
issuing political subdivision are separated from those of other
political entities; and whether a governmental body is guaranteeing
the security.
For the fund's limitations on futures contracts and options, see the
section entitled "Limitations on Futures and Options Transactions" on
page .
SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS 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 (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a
U.S. territory or possession or a state or local government, or a
political subdivision of any of the foregoing) if, as a result, more
than 25% of the fund's total assets would be invested in securities of
companies whose principal business activities are in the same
industry;
(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;
(6) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures
contracts or from investing in securities or other instruments backed
by physical commodities); or
(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).
(8) 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) 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 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 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.
(v) 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.
(vi) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.
(vii) 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.
For purposes of limitation (i), 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 investment limitations (4) and (i), FMR identifies the
issuer of a security depending on its terms and conditions. In
identifying the issuer, FMR will consider the entity or entities
responsible for payment of interest and repayment of principal and the
source of such payments; the way in which assets and revenues of an
issuing political subdivision are separated from those of other
political entities; and whether a governmental body is guaranteeing
the security.
For the fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Transactions"
on page .
THE FOLLOWING PAGES CONTAIN MORE DETAILED INFORMATION ABOUT TYPES OF
INSTRUMENTS IN WHICH A FUND MAY INVEST, STRATEGIES FMR MAY EMPLOY IN
PURSUIT OF A FUND'S INVESTMENT OBJECTIVE, AND A SUMMARY OF RELATED
RISKS. FMR MAY NOT BUY ALL OF THESE INSTRUMENTS OR USE ALL OF THESE
TECHNIQUES UNLESS IT BELIEVES THAT DOING SO WILL HELP A FUND ACHIEVE
ITS GOAL.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.
ASSET-BACKED SECURITIES.    Asset-backed securities     represent
interests in pools of consumer loans (generally unrelated to mortgage
loans) and most often are structured as pass-through securities.
Interest and principal payments ultimately depend upon payment of the
underlying loans by individuals, although the securities may be
supported by letters of credit or other credit enhancements. The value
of asset-backed securities may also depend on the creditworthiness of
the servicing agent for the loan pool, the originator of the loans, or
the financial institution providing the credit enhancement.
CLOSED-END INVESTMENT COMPANIES. A fund may purchase the shares of
closed-end investment companies to facilitate investment in certain
countries. Shares of closed-end investment companies may trade at a
premium or a discount to their net asset value.
DELAYED-DELIVERY TRANSACTIONS. A fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place
after the customary settlement period for that type of security.
Typically, no interest accrues to the purchaser until the security is
delivered. A fund may receive fees for entering into delayed-delivery
transactions.
When purchasing securities on a delayed-delivery basis, a fund assumes
the rights and risks of ownership, including the risk of price and
yield fluctuations. Because a fund is not required to pay for
securities until the delivery date, these risks are in addition to the
risks associated with the fund's other investments. If a fund remains
substantially fully invested at a time when delayed-delivery purchases
are outstanding, the delayed-delivery purchases may result in a form
of leverage. When delayed-delivery purchases are outstanding, a fund
will set aside appropriate liquid assets in a segregated custodial
account to cover its purchase obligations. When a fund has sold a
security on a delayed-delivery basis, the fund does not participate in
further gains or losses with respect to the security. If the other
party to a delayed-delivery transaction fails to deliver or pay for
the securities, a fund could miss a favorable price or yield
opportunity, or could suffer a loss.
A fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are
delivered, which may result in capital gains or losses.
DIRECT INVESTMENT IN MORTGAGES.    (Mortgage Securities Fund only)    
Although    the fund     has no current intention to invest directly
in mortgages, it may in the future invest up to 10% of the value of
total assets directly in mortgages securing residential real estate.
These mortgages are normally available from lending institutions which
group together a number of mortgages (usually 10 to 50) for resale and
which act as servicing agent for the purchaser with respect to, among
other things, the receipt of principal and interest payments. The
vendor of such mortgages receives a fee from the fund for acting as
servicing agent. The vendor does not provide any insurance or
guarantees covering the repayment of principal or interest on the
mortgages. Unlike pass-through securities, these constitute direct
investment in mortgages inasmuch as the fund, rather than a financial
intermediary, becomes the mortgagee. At present, such investments are
considered to be illiquid by FMR. The fund will invest in such
mortgages only if FMR has determined through an examination of the
mortgage loans and their originators (which may include an examination
of such factors as percentage of family income dedicated to loan
service and the relationship between loan value and market value) that
purchase of the mortgages should not present a significant risk of
loss to the fund. 
EXPOSURE TO FOREIGN MARKETS. Foreign securities, foreign currencies,
and securities issued by U.S. entities with substantial foreign
operations may involve significant risks in addition to the risks
inherent in U.S. investments. The value of securities denominated in
foreign currencies, and of dividends and interest paid with respect to
such securities will fluctuate based on the relative strength of the
U.S. dollar. 
Foreign investments involve a risk of local political, economic, or
social instability, military action or unrest, or adverse diplomatic
developments, and may be affected by actions of foreign governments
adverse to the interests of U.S. investors. Such actions may include
the possibility of expropriation or nationalization of assets,
confiscatory taxation, restrictions on U.S. investment or on the
ability to repatriate assets or convert currency into U.S. dollars, or
other government intervention. There is no assurance that FMR will be
able to anticipate these potential events or counter their effects.
These risks are magnified for investments in developing countries,
which may have relatively unstable governments, economies based on
only a few industries, and securities markets that trade a small
number of securities.
Economies of particular countries or areas of the world may differ
favorably or unfavorably from the economy of the United States.
Foreign markets may offer less protection to investors than U.S.
markets. It is anticipated that in most cases the best available
market for foreign securities will be on an exchange or in
over-the-counter markets located outside of the United States. Foreign
stock markets, while growing in volume and sophistication, are
generally not as developed as those in the United States, and
securities of some foreign issuers (particularly those located in
developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading
practices, including those involving securities settlement where fund
assets may be released prior to receipt of payment, may result in
increased risk in the event of a failed trade or the insolvency of a
foreign broker-dealer, and may involve substantial delays. In
addition, the costs of foreign investing, including withholding taxes,
brokerage commissions and custodial costs, are generally higher than
for U.S. investors. In general, there is less overall governmental
supervision and regulation of securities exchanges, brokers, and
listed companies than in the United States. It may also be difficult
to enforce legal rights in foreign countries. Foreign issuers are
generally not bound by uniform accounting, auditing, and financial
reporting requirements and standards of practice comparable to those
applicable to U.S. issuers.
Some foreign securities impose restrictions on transfer within the
United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less
liquid than foreign securities of the same class that are not subject
to such restrictions.
American Depositary Receipts (ADRs)        as well as other "hybrid"
forms of ADRs        including European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are certificates evidencing
ownership of shares of a foreign issuer. These certificates are issued
by depository banks and generally trade on an established market in
the United States or elsewhere. The underlying shares are held in
trust by a custodian bank or similar financial institution in the
issuer's home country. The depository bank may not have physical
custody of the underlying securities at all times and may charge fees
for various services, including forwarding dividends and interest and
corporate actions. ADRs are    an     alternative        to directly
purchasing the underlying foreign securities in their national markets
and currencies. However, ADRs continue to be subject to many of the
risks associated with investing directly in foreign securities. These
risks include foreign exchange risk as well as the political and
economic risks of the underlying issuer's country.
FANNIE MAES AND FREDDIE MACS are pass-through securities issued by   
F    annie Mae and the Federal Home Loan Mortgage Corporation (FHLMC),
respectively. Fannie Mae and FHLMC, which guarantee payment of
interest and principal on Fannie Maes and Freddie Macs, are federally
chartered corporations supervised by the U.S. Government and acting as
governmental instrumentalities under authority granted by Congress.
Fannie Mae is authorized to borrow from the U.S. Treasury to meet its
obligations. Fannie Maes and Freddie Macs are not backed by the full
faith and credit of the    United States     Government; however,
their close relationship with the U.S. Government makes them high
quality securities with minimal credit risks.
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, the municipal
funds do not intend to invest in securities whose interest is
federally taxable. However, from time to time on a temporary basis,
each municipal fund may invest a portion of its assets in fixed-income
obligations whose interest is subject to federal income tax.
Should a municipal fund invest in federally taxable obligations, it
would purchase securities that, in FMR's judgment, are of high
quality. These would include those obligations issued or guaranteed by
the U.S. Government or its agencies or instrumentalities; obligations
of domestic banks; and repurchase agreements. The funds' standards for
high-quality, taxable obligations are essentially the same as those
described by Moody's Investor Service (Moody's) in rating corporate
obligations within its two highest ratings of Prime-1 and Prime-2, and
those described by Standard & Poor's (S&P) in rating corporate
obligations within its two highest ratings of A-1 and A-2.
Proposals to restrict or eliminate the federal income tax exemption
for interest on municipal obligations are introduced before Congress
from time to time. Proposals also may be introduced before state
legislatures that would affect the state tax treatment of the
municipal funds' distributions. If such proposals were enacted, the
availability of municipal obligations and the value of the municipal
funds' holdings would be affected and the Trustees would reevaluate
the municipal funds' investment objectives and policies.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) or forward basis (i.e., by
entering into forward contracts to purchase or sell foreign
currencies). Although foreign exchange dealers generally do not charge
a fee for such conversions, they do realize a profit based on the
difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign
currency at one rate, while offering a lesser rate of exchange should
the counte   rp    arty desire to resell that currency to the dealer.
Forward contracts are customized transactions that require a specific
amount of a currency to be delivered at a specific exchange rate on a
specific date or range of dates in the future. Forward contracts are
generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The
parties to a forward contract may agree to offset or terminate the
contract before its maturity, or may hold the contract to maturity and
complete the contemplated currency exchange. A fund may use currency
forward contracts for any purpose consistent with its investment
objective.
The following discussion summarizes the principal currency management
strategies involving forward contracts that could be used by a fund. A
fund may also use swap agreements, indexed securities, and options and
futures contracts relating to foreign currencies for the same
purposes.
A "settlement hedge" or "transaction hedge" is designed to protect a
fund against an adverse change in foreign currency values between the
date a security is purchased or sold and the date on which payment is
made or received. Entering into a forward contract for the purchase or
sale of the amount of foreign currency involved in an underlying
security transaction for a fixed amount of U.S. dollars "locks in" the
U.S. dollar price of the security. Forward contracts to purchase or
sell a foreign currency may also be used by a fund in anticipation of
future purchases or sales of securities denominated in foreign
currency, even if the specific investments have not yet been selected
by FMR.
A fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For
example, if a fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's
value. Such a hedge, sometimes referred to as a "position hedge,"
would tend to offset both positive and negative currency fluctuations,
but would not offset changes in security values caused by other
factors. A fund could also hedge the position by selling another
currency expected to perform similarly to the pound sterling. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would
not hedge currency exposure as effectively as a direct hedge into U.S.
dollars. Proxy hedges may result in losses if the currency used to
hedge does not perform similarly to the currency in which the hedged
securities are denominated.
A fund may enter into forward contracts to shift its investment
exposure from one currency into another. This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to
the currency that is sold, and increase exposure to the currency that
is purchased, much as if a fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the
hedged currency, but will cause a fund to assume the risk of
fluctuations in the value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set
aside appropriate liquid assets in a segregated custodial account to
cover currency forward contracts. As required by SEC guidelines, a
fund will segregate assets to cover currency forward contracts, if
any, whose purpose is essentially speculative. A fund will not
segregate assets to cover forward contracts entered into for hedging
purposes, including settlement hedges, position hedges, and proxy
hedges.
Successful use of currency management strategies will depend on FMR's
skill in analyzing currency values. Currency management strategies may
substantially change a fund's investment exposure to changes in
currency exchange rates and could result in losses to a fund if
currencies do not perform as FMR anticipates. For example, if a
currency's value rose at a time when FMR had hedged a fund by selling
that currency in exchange for dollars, a fund would not participate in
the currency's appreciation. If FMR hedges currency exposure through
proxy hedges, a fund could realize currency losses from both the hedge
and the security position if the two currencies do not move in tandem.
Similarly, if FMR increases a fund's exposure to a foreign currency
and that currency's value declines, a fund will realize a loss. There
is no assurance that FMR's use of currency management strategies will
be advantageous to a fund or that it will hedge at appropriate times.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements may
include agreements to purchase and sell foreign securities in exchange
for fixed U.S. dollar amounts, or in exchange for specified amounts of
foreign currency. Unlike typical U.S. repurchase agreements, foreign
repurchase agreements may not be fully collateralized at all times.
The value of the security purchased by the fund may be more or less
than the price at which the counterparty has agreed to repurchase the
security. In the event of a default by the counterparty, the fund may
suffer a loss if the value of the security purchased is less than the
agreed-upon repurchase price, or if the fund is unable to successfully
assert a claim to the collateral under foreign laws. As a result,
foreign repurchase agreements may involve higher credit risks than
repurchase agreements in U.S. markets, as well as risks associated
with currency fluctuations. In addition, as with other emerging market
investments, repurchase agreements with counterparties located in
emerging markets or relating to emerging markets        may involve
issuers or counterparties with lower credit ratings than typical U.S.
repurchase agreements.
FUNDS' RIGHTS AS SHAREHOLDERS. The funds do not intend to direct or
administer the day-to-day operations of any company. A fund, however,
may exercise its rights as a shareholder and may communicate its views
on important matters of policy to management, the Board of Directors,
and shareholders of a company when FMR determines that such matters
could have a significant effect on the value of the fund's investment
in the company. The activities that a fund may engage in, either
individually or in conjunction with others, may include, among others,
supporting or opposing proposed changes in a company's corporate
structure or business activities; seeking changes in a company's
directors or management; seeking changes in a company's direction or
policies; seeking the sale or reorganization of the company or a
portion of its assets; or supporting or opposing third   p    arty
takeover efforts. This area of corporate activity is increasingly
prone to litigation and it is possible that a fund could be involved
in lawsuits related to such activities. FMR will monitor such
activities with a view to mitigating, to the extent possible, the risk
of litigation against a fund and the risk of actual liability if a
fund is involved in litigation. No guarantee can be made, however,
that litigation against a fund will not be undertaken or liabilities
incurred.
FUTURES AND OPTIONS. The following    sections     pertain to futures
and options   :     Asset Coverage for Futures and Options Positions,
Combined Positions, Correlation of Price Changes, Futures Contracts,
Futures Margin Payments, Limitations on Futures and Options
Transactions, Liquidity of Options and Futures Contracts, Options and
Futures Relating to Foreign Currencies, OTC Options, Purchasing Put
and Call Options, and Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS.    The    
fund   s     will comply with guidelines established by the SEC with
respect to coverage of options and futures strategies by mutual funds,
and if the guidelines so require, will set aside appropriate liquid
assets in a segregated custodial account in the amount prescribed.
Securities held in a segregated account cannot be sold while the
futures or option strategy is outstanding, unless they are replaced
with other suitable assets. As a result, there is a possibility that
segregation of a large percentage of a fund's assets could impede
portfolio management or the fund's ability to meet redemption requests
or other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the
overall position. For example, a fund may purchase a put option and
write a call option on the same underlying instrument, in order to
construct a combined position whose risk and return characteristics
are similar to selling a futures contract. Another possible combined
position would involve writing a call option at one strike price and
buying a call option at a lower price, in order to reduce the risk of
the written call option in the event of a substantial price increase.
Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match a fund's
current or anticipated investments exactly. A fund may invest in
options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in
which it typically invests, which involves a risk that the options or
futures position will not track the performance of a fund's other
investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a
fund's investments well. Options and futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instrument, and the time
remaining until expiration of the contract, which may not affect
security prices the same way. Imperfect correlation may also result
from differing levels of demand in the options and futures markets and
the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A fund may purchase or sell
options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the
contract and the securities, although this may not be successful in
all cases. If price changes in a fund's options or futures positions
are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future
date. When a fund sells a futures contract, it agrees to sell the
underlying instrument at a specified future date. The price at which
the purchase and sale will take place is fixed when a fund enters into
the contract. Some currently available futures contracts are based on
specific securities, such as U.S. Treasury bonds or notes, and some
are based on indices of securities prices, such as the Standard &
Poor's 500 Index (S&P 500(registered trademark)). Futures can be held
until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in
tandem with the value of its underlying instrument. Therefore,
purchasing futures contracts will tend to increase a fund's exposure
to positive and negative price fluctuations in the underlying
instrument, much as if it had purchased the underlying instrument
directly. When a fund sells a futures contract, by contrast, the value
of its futures position will tend to move in a direction contrary to
the market. Selling futures contracts, therefore, will tend to offset
both positive and negative market price changes, much as if the
underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless
the contract is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant (FCM), when the
contract is entered into. Initial margin deposits are typically equal
to a percentage of the contract's value. If the value of either
party's position declines, that party will be required to make
additional "variation margin" payments to settle the change in value
on a daily basis. The party that has a gain may be entitled to receive
all or a portion of this amount. Initial and variation margin payments
do not constitute purchasing securities on margin for purposes of a
fund's investment limitations. In the event of the bankruptcy of an
FCM that holds margin on behalf of a fund, the fund may be entitled to
return of margin owed to it only in proportion to the amount received
by the FCM's other customers, potentially resulting in losses to the
fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading
Commission (CFTC) and the National Futures Association, which regulate
trading in the futures markets, before engaging in any purchases or
sales of futures contracts or options on futures contracts. Each fund
intends to comply with Rule 4.5 under the Commodity Exchange Act,
which limits the extent to which the fund can commit assets to initial
margin deposits and option premiums.
In addition, each fund will not: (a) sell futures contracts, purchase
put options, or write call options if, as a result, more than 25% of
the fund's total assets would be hedged with futures and options under
normal conditions; (b) purchase futures contracts or write put options
if, as a result, the fund's total obligations upon settlement or
exercise of purchased futures contracts and written put options would
exceed 25% of its total assets; or (c) purchase call options if, as a
result, the current value of option premiums for call options
purchased by the fund would exceed 5% of the fund's total assets.
These limitations do not apply to options attached to or acquired or
traded together with their underlying securities, and do not apply to
securities that incorporate features similar to options.
The above limitations on each fund's investments in futures contracts
and options, and each fund's policies regarding futures contracts and
options discussed elsewhere in this SAI, may be changed as regulatory
agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or
futures contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close
to the underlying instrument's current price. In addition, exchanges
may establish daily price fluctuation limits for options and futures
contracts, and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days
when the price fluctuation limit is reached or a trading halt is
imposed, it may be impossible for a fund to enter into new positions
or close out existing positions. If the secondary market for a
contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require a fund to continue to hold a
position until delivery or expiration regardless of changes in its
value. As a result, a fund's access to other assets held to cover its
options or futures positions could also be impaired.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except
that they are traded on exchanges (and have margin requirements) and
are standardized as to contract size and delivery date. Most currency
futures contracts call for payment or delivery in U.S. dollars. The
underlying instrument of a currency option may be a foreign currency,
which generally is purchased or delivered in exchange for U.S.
dollars, or may be a futures contract. The purchaser of a currency
call obtains the right to purchase the underlying currency, and the
purchaser of a currency put obtains the right to sell the underlying
currency.
The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed
above. A fund may purchase and sell currency futures and may purchase
and write currency options to increase or decrease its exposure to
different foreign currencies. A fund may also purchase and write
currency options in conjunction with each other or with currency
futures or forward contracts. Currency futures and options values can
be expected to correlate with exchange rates, but may not reflect
other factors that affect the value of a fund's investments. A
currency hedge, for example, should protect a Yen-denominated security
from a decline in the Yen, but will not protect a fund against a price
decline resulting from deterioration in the issuer's creditworthiness.
Because the value of a fund's foreign-denominated investments changes
in response to many factors other than exchange rates, it may not be
possible to match the amount of currency options and futures to the
value of the fund's investments exactly over time.
OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract
size, and strike price, the terms of over-the-counter options (OTC)
(options not traded on exchanges) generally are established through
negotiation with the other party to the option contract. While this
type of arrangement allows a fund greater flexibility to tailor an
option to its needs, OTC options generally involve greater credit risk
than exchange-traded options, which are guaranteed by the clearing
organization of the exchanges where they are traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund
obtains the right (but not the obligation) to sell the option's
underlying instrument at a fixed strike price. In return for this
right, the fund pays the current market price for the option (known as
the option premium). Options have various types of underlying
instruments, including specific securities, indices of securities
prices, and futures contracts. A fund may terminate its position in a
put option it has purchased by allowing it to expire or by exercising
the option. If the option is allowed to expire, the fund will lose the
entire premium it paid. If the fund exercises the option, it completes
the sale of the underlying instrument at the strike price. A fund may
also terminate a put option position by closing it out in the
secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying
instrument's price does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium paid, plus related transaction
costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right
to purchase, rather than sell, the underlying instrument at the
option's strike price. A call buyer typically attempts to participate
in potential price increases of the underlying instrument with risk
limited to the cost of the option if security prices fall. At the same
time, the buyer can expect to suffer a loss if security prices do not
rise sufficiently to offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it
takes the opposite side of the transaction from the option's
purchaser. In return for receipt of the premium, the fund assumes the
obligation to pay the strike price for the option's underlying
instrument if the other party to the option chooses to exercise it.
When writing an option on a futures contract, a fund will be required
to make margin payments to an FCM as described above for futures
contracts. A fund may seek to terminate its position in a put option
it writes before exercise by closing out the option in the secondary
market at its current price. If the secondary market is not liquid for
a put option a fund has written, however, the fund must continue to be
prepared to pay the strike price while the option is outstanding,
regardless of price changes, and must continue to set aside assets to
cover its position.
If security prices rise, a put writer would generally expect to
profit, although its gain would be limited to the amount of the
premium it received. If security prices remain the same over time, it
is likely that the writer will also profit, because it should be able
to close out the option at a lower price. If security prices fall, the
put writer would expect to suffer a loss. This loss should be less
than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should
mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise
of the option. The characteristics of writing call options are similar
to those of writing put options, except that writing calls generally
is a profitable strategy if prices remain the same or fall. Through
receipt of the option premium, a call writer mitigates the effects of
a price decline. At the same time, because a call writer must be
prepared to deliver the underlying instrument in return for the strike
price, even if its current value is greater, a call writer gives up
some ability to participate in security price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed
of in the ordinary course of business at approximately the prices at
which they are valued. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
instruments. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency of trades
and quotations, (2) the number of dealers and prospective purchasers
in the marketplace, (3) dealer undertakings to make a market, (4) the
nature of the security (including any demand or tender features) and
(5) the nature of the marketplace for trades (including the ability to
assign or offset the fund's rights and obligations relating to the
investment). 
Investments currently considered by a fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal
and interest within seven days, non-government-stripped fixed-rate
mortgage-backed securities, and over-the-counter options. Also, FMR
may determine some restricted securities, municipal lease obligations,
government-stripped fixed-rate mortgage-backed securities, loans and
other direct debt instruments, emerging market securities, and swap
agreements to be illiquid. However, with respect to over-the-counter
options a fund writes, all or a portion of the value of the underlying
instrument may be illiquid depending on the assets held to cover the
option and the nature and terms of any agreement the fund may have to
close out the option before expiration.
In the absence of market quotations, illiquid investments are priced
at fair value as determined in good faith by a committee appointed by
the Board of Trustees. If, through a change in values, net
assets   ,     or other circumstances, a fund were in a position where
more than 10% or 15% of its net assets (see each fund's
non-fundamental investment limitations) was invested in illiquid
securities, it would seek to take appropriate steps to protect
liquidity.
INDEXED SECURITIES. A fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is
determined by reference to a specific instrument or statistic. Indexed
securities may have principal payments as well as coupon payments that
depend on the performance of one or more interest rates. Their coupon
rates or principal payments may change by several percentage points
for every 1% interest rate change. A mortgage-indexed security, for
example, could be synthesized to replicate the performance of mortgage
securities and the characteristics of direct ownership. Gold-indexed
securities, for example, typically provide for a maturity value that
depends on the price of gold, resulting in a security whose price
tends to rise and fall together with gold prices. Currency-indexed
securities typically are short-term to intermediate-term debt
securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies,
and may offer higher yields than U.S. dollar-denominated securities of
equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when
the specified currency value increases, resulting in a security that
performs similarly to a foreign-denominated instrument, or their
maturity value may decline when foreign currencies increase, resulting
in a security whose price characteristics are similar to a put on the
underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security   ,     currency or other instrument to
which they are indexed, and may also be influenced by interest rate
changes in the United States and abroad   .     At the same time,
indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if
the issuer's creditworthiness deteriorates.        Recent issuers of
indexed securities have included banks, corporations, and certain U.S.
Government agencies. Indexed securities may be more volatile than the
underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, each fund has received permission to lend
money to, and borrow money from, other funds advised by FMR or its
affiliates. Municipal Income, Municipal Bond, Intermediate Municipal
Income,    and     Short-Intermediate Municipal Income currently
intend to participate in this program only as borrowers. A fund will
borrow through the program only when the costs are equal to or lower
than the cost of bank loans. Interfund loans and borrowings normally
extend overnight, but can have a maximum duration of seven days. Loans
may be called on one day's notice. A fund will lend through the
program only when the returns are higher than those available from an
investment in repurchase agreements. A fund may have to borrow from a
bank at a higher interest rate if an interfund loan is called or not
renewed. Any delay in repayment to a lending fund could result in a
lost investment opportunity or additional borrowing costs.
INVERSE FLOATERS have variable interest rates that typically move in
the opposite direction from prevailing short-term interest rate levels
- - rising when prevailing short-term interest rates fall, and vice
versa. This interest rate feature can make the prices of inverse
floaters considerably more volatile than bonds with comparable
maturities.
ISSUER LOCATION. FMR determines where an issuer is located by looking
at such factors as its country of organization, the primary trading
market for its securities, and the location of its assets, personnel,
sales, and earnings. The issuer of a security is considered to be
located in a particular country if (1) the security is issued or
guaranteed by the government of the country or any of its agencies,
political subdivisions, or instrumentalities   ;     (2) the security
has its primary trading market in that country; or (3) the issuer is
organized under the laws of the country, derives at least 50% of its
revenues or profits from goods sold, investments made   ,     or
services performed in the country, or has at least 50% of its assets
located in the country.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or
other receivables), or to other parties. Direct debt instruments are
subject to each fund's policies regarding the quality of debt
securities.
Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
principal and interest. Direct debt instruments may not be rated by
any nationally recognized rating service. If a fund does not receive
scheduled interest or principal payments on such indebtedness, the
fund's share price and yield could be adversely affected. Loans that
are fully secured offer a fund more protections than an unsecured loan
in the event of non-payment of scheduled interest or principal.
However, there is no assurance that the liquidation of collateral from
a secured loan would satisfy the borrower's obligation, or that the
collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may
be highly speculative. Borrowers that are in bankruptcy or
restructuring may never pay off their indebtedness, or may pay only a
small fraction of the amount owed. Direct indebtedness of developing
countries also involves a risk that the governmental entities
responsible for the repayment of the debt may be unable, or unwilling,
to pay interest and repay principal when due.
Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional
risks to a fund. For example, if a loan is foreclosed, the fund could
become part owner of any collateral, and would bear the costs and
liabilities associated with owning and disposing of the collateral. In
addition, it is conceivable that under emerging legal theories of
lender liability, the fund could be held liable as a co-lender. Direct
debt instruments may also involve a risk of insolvency of the lending
bank or other intermediary. Direct debt instruments that are not in
the form of securities may offer less legal protection to a fund in
the event of fraud or misrepresentation. In the absence of definitive
regulatory guidance, each fund relies on FMR's research in an attempt
to avoid situations where fraud or misrepresentation could adversely
affect the fund.
A loan is often administered by a bank or other financial institution
that acts as agent for all holders. The agent administers the terms of
the loan, as specified in the loan agreement. Unless, under the terms
of the loan or other indebtedness, a fund has direct recourse against
the borrower, it may have to rely on the agent to apply appropriate
credit remedies against a borrower. If assets held by the agent for
the benefit of a fund were determined to be subject to the claims of
the agent's general creditors, the fund might incur certain costs and
delays in realizing payment on the loan or loan participation and
could suffer a loss of principal or interest.
Direct indebtedness purchased by a fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These
commitments may have the effect of requiring the fund to increase its
investment in a borrower at a time when it would not otherwise have
done so, even if the borrower's condition makes it unlikely that the
amount will ever be repaid. A fund will set aside appropriate liquid
assets in a segregated custodial account to cover its potential
obligations under standby financing commitments.
Each fund limits the amount of total assets that it will invest in any
one issuer or in issuers within the same industry (see each fund's
investment limitations). For purposes of these limitations, a fund
generally will treat the borrower as the "issuer" of indebtedness held
by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund
and the borrower, if the participation does not shift to the fund the
direct debtor-creditor relationship with the borrower, SEC
interpretations require the fund, in appropriate circumstances, to
treat both the lending bank or other lending institution and the
borrower as "issuers" for these purposes. Treating a financial
intermediary as an issuer of indebtedness may restrict a fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different
companies and industries.
LOWER-QUALITY DEBT SECURITIES. A fund may purchase lower-quality debt
securities that have poor protection with respect to the payment of
interest and repayment of principal   , or may be in default.
    These securities are often considered to be speculative and
involve greater risk of loss or price changes due to changes in the
issuer's capacity to pay. The market prices of lower-quality debt
securities may fluctuate more than those of higher-quality debt
securities and may decline significantly in periods of general
economic difficulty, which may follow periods of rising interest
rates.
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic
downturns, the 1980s brought a dramatic increase in the use of such
securities to fund highly leveraged corporate acquisitions and
restructurings. Past experience may not provide an accurate indication
of the future performance of the high-yield bond market, especially
during periods of economic recession.
The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. If market
quotations are not available, lower-quality debt securities will be
valued in accordance with procedures established by the Board of
Trustees, including the use of outside pricing services. Judgment
plays a greater role in valuing high-yield corporate debt securities
than is the case for securities for which more external sources for
quotations and last-sale information are available. Adverse publicity
and changing investor perceptions may affect the ability of outside
pricing services to value lower-quality debt securities and a fund's
ability to dispose of these securities.
Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by a fund. In considering
investments for a fund, FMR will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the
future. FMR's analysis focuses on relative values based on such
factors as interest or dividend coverage, asset coverage, earnings
prospects, and the experience and managerial strength of the issuer.
A fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the fund's shareholders.
LOWER-QUALITY MUNICIPAL SECURITIES. A fund may invest a portion of its
assets in lower-quality municipal securities as described in the
Prospectus.
While the market for municipals is considered to be substantial,
adverse publicity and changing investor perceptions may affect the
ability of outside pricing services used by a fund to value its
portfolio securities, and a fund's ability to dispose of lower-quality
bonds. The outside pricing services are monitored by FMR and reported
to the Board to determine whether the services are furnishing prices
that accurately reflect fair value. The impact of changing investor
perceptions may be especially pronounced in markets where municipal
securities are thinly traded.
A fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the best interest of the fund's shareholders.
MORTGAGE-BACKED SECURITIES. A fund may purchase mortgage-backed
securities issued by government and non-government entities such as
banks, mortgage lenders, or other financial institutions. A
mortgage-backed security is an obligation of the issuer backed by a
mortgage or pool of mortgages or a direct interest in an underlying
pool of mortgages. Some mortgage-backed securities, such as
collateralized mortgage obligations    or     CMOs, make payments of
both principal and interest at a variety of intervals; others make
semiannual interest payments at a predetermined rate and repay
principal at maturity (like a typical bond). Mortgage-backed
securities are based on different types of mortgages including those
on commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and
a fund may invest in them if FMR determines they are consistent with
the fund's investment objective and policies.
The value of mortgage-backed securities may change due to shifts in
the market's perception of issuers. In addition, regulatory or tax
changes may adversely affect the mortgage securities market as a
whole. Non-government mortgage-backed securities may offer higher
yields than those issued by government entities, but also may be
subject to greater price changes than government issues.
Mortgage-backed securities are subject to prepayment risk. Prepayment,
which occurs when unscheduled or early payments are made on the
underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
MUNICIPAL LEASES and participation interests therein may take the form
of a lease, an installment purchase, or a conditional sale contract,
and are issued by state and local governments and authorities to
acquire land or a wide variety of equipment and facilities. Generally,
a fund will not hold such obligations directly as a lessor of the
property, but will purchase a participation interest in a municipal
obligation from a bank or other third party. A participation interest
gives a fund a specified, undivided interest in the obligation in
proportion to its purchased interest in the total amount of the
obligation.
Municipal leases frequently have risks distinct from those associated
with general obligation or revenue bonds. State constitutions and
statutes set forth requirements that states or municipalities must
meet to incur debt. These may include voter referenda, interest rate
limits, or public sale requirements. Leases, installment purchases, or
conditional sale contracts (which normally provide for title to the
leased asset to pass to the governmental issuer) have evolved as a
means for governmental issuers to acquire property and equipment
without meeting their constitutional and statutory requirements for
the issuance of debt. Many leases and contracts include
"non-appropriation clauses" providing that the governmental issuer has
no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis.
Non-appropriation clauses free the issuer from debt issuance
limitations.
MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities
may be affected by uncertainties in the municipal market related to
legislation or litigation involving the taxation of municipal
securities or the rights of municipal securities holders in the event
of a bankruptcy. Municipal bankruptcies are relatively rare, and
certain provisions of the U.S. Bankruptcy Code governing such
bankruptcies are unclear and remain untested. Further, the application
of state law to municipal issuers could produce varying results among
the states or among municipal securities issuers within a state. These
legal uncertainties could affect the municipal securities market
generally, certain specific segments of the market, or the relative
credit quality of particular securities. Any of these effects could
have a significant impact on the prices of some or all of the
municipal securities held by a fund.
MUNICIPAL SECTORS:
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student
loans. Bonds issued to supply educational institutions with funds are
subject to the risk of unanticipated revenue decline, primarily the
result of decreasing student enrollment or decreasing state and
federal funding. Among the factors that may lead to declining or
insufficient revenues are restrictions on students' ability to pay
tuition, availability of state and federal funding, and general
economic conditions. Student loan revenue bonds are generally offered
by state (or substate) authorities or commissions and are backed by
pools of student loans. Underlying student loans may be guaranteed by
state guarantee agencies and may be subject to reimbursement by the
United States Department of Education through its guaranteed student
loan program. Others may be private, uninsured loans made to parents
or students which are supported by reserves or other forms of credit
enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student
loan revenue bonds are impacted by numerous factors, including the
rate of student loan defaults, seasoning of the loan portfolio, and
student repayment deferral during periods of forbearance. Other risks
associated with student loan revenue bonds include potential changes
in federal legislation regarding student loan revenue bonds, state
guarantee agency reimbursement and continued federal interest and
other program subsidies currently in effect.
ELECTRIC        UTILITIES. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open
transmission access to any electricity supplier, although it is not
presently known to what extent competition will evolve. Other risks
include: (a) the availability and cost of fuel, (b) the availability
and cost of capital, (c) the effects of conservation on energy demand,
(d) the effects of rapidly changing environmental, safety, and
licensing requirements, and other federal, state, and local
regulations, (e) timely and sufficient rate increases, and (f)
opposition to nuclear power.
HEALTH CARE. The health care industry is subject to regulatory action
by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for
the health care industry is payments from the Medicare and Medicaid
programs. As a result, the industry is sensitive to legislative
changes and reductions in governmental spending for such programs.
Numerous other factors may affect the industry, such as general and
local economic conditions; demand for services; expenses (including
malpractice insurance premiums); and competition among health care
providers. In the future, the following elements may adversely affect
health care facility operations: adoption of legislation proposing a
national health insurance program; other state or local health care
reform measures; medical and technological advances which dramatically
alter the need for health services or the way in which such services
are delivered; changes in medical coverage which alter the traditional
fee-for-service revenue stream; and efforts by employers, insurers,
and governmental agencies to reduce the costs of health insurance and
health care services.
HOUSING. Housing revenue bonds are generally issued by a state,
county, city, local housing authority, or other public agency. They
   generally     are secured by the revenues derived from mortgages
purchased with the proceeds of the bond issue. It is extremely
difficult to predict the supply of available mortgages to be purchased
with the proceeds of an issue or the future cash flow from the
underlying mortgages. Consequently, there are risks that proceeds will
exceed supply, resulting in early retirement of bonds, or that
homeowner repayments will create an irregular cash flow. Many factors
may affect the financing of multi-family housing projects, including
acceptable completion of construction, proper management, occupancy
and rent levels, economic conditions, and changes to current laws and
regulations.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways or other transit
facilities. Airport bonds are dependent on the general stability of
the airline industry and on the stability of a specific carrier
   who     uses the airport as a hub. Air traffic generally
   follows     broader economic trends and is also affected by the
price and availability of fuel. Toll road bonds are also affected by
the cost and availability of fuel as well as toll levels, the presence
of competing roads, and the general economic health of the area. Fuel
costs and availability also affect other transportation-related
securities, as does the presence of alternate forms of transportation,
such as public transportation.
WATER AND SEWER. Water and sewer revenue bonds are often considered to
have relatively secure credit as a result of their issuer's
importance, monopoly status, and generally unimpeded ability to raise
rates. Despite this, lack of water supply due to insufficient rain,
run-off, or snow pack is a concern that has led to past defaults.
Further, public resistance to rate increases, costly environmental
litigation, and Federal environmental mandates are challenges faced by
issuers of water and sewer bonds.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors
such as changes in real estate values and property taxes, interest
rates, cash flow of underlying real estate assets, overbuilding, and
the management skill and creditworthiness of the issuer. Real
estate-related instruments may also be affected by tax and regulatory
requirements, such as those relating to the environment.
REFUNDING CONTRACTS. A fund may purchase securities on a when-issued
basis in connection with the refinancing of an issuer's outstanding
indebtedness. Refunding contracts require the issuer to sell and a
fund to buy refunded municipal obligations at a stated price and yield
on a settlement date that may be several months or several years in
the future. A fund generally will not be obligated to pay the full
purchase price if it fails to perform under a refunding contract.
Instead, refunding contracts generally provide for payment of
liquidated damages to the issuer (currently 15-20% of the purchase
price). A fund may secure its obligations under a refunding contract
by depositing collateral or a letter of credit equal to the liquidated
damages provisions of the refunding contract. When required by SEC
guidelines, a fund will place liquid assets in a segregated custodial
account equal in amount to its obligations under refunding contracts.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is
unrelated to the coupon rate or maturity of the purchased security. To
protect a fund from the risk that the original seller will not fulfill
its obligation, the securities are held in an account of the fund at a
bank, marked-to-market daily, and maintained at a value at least equal
to the sale price plus the accrued incremental amount. While it does
not presently appear possible to eliminate all risks from these
transactions (particularly the possibility that the value of the
underlying security will be less than the resale price, as well as
delays and costs to a fund in connection with bankruptcy proceedings),
it is each fund's current policy to engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and
found satisfactory by FMR. 
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part
of the registration expense and a considerable period may elapse
between the time it decides to seek registration and the time it may
be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, a fund might obtain a less favorable price than prevailed
when it decided to seek registration of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the
instrument at a particular price and time. While a reverse repurchase
agreement is outstanding, a fund will maintain appropriate liquid
assets in a segregated custodial account to cover its obligation under
the agreement. A fund will enter into reverse repurchase agreements
only with parties whose creditworthiness has been found satisfactory
by FMR. Such transactions may increase fluctuations in the market
value of a fund's assets and may be viewed as a form of leverage.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity
Brokerage Services, Inc. (FBSI). FBSI is a member of the New York
Stock Exchange (NYSE) and a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there
may be delays in the recovery of loaned securities, or even a loss of
rights in collateral supplied should the borrower fail financially,
loans will be made only to parties deemed by FMR to be of good
standing. Furthermore, they will only be made if, in FMR's judgment,
the consideration to be earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a
fund may engage in loan transactions only under the following
conditions: (1) the fund must receive 100% collateral in the form of
cash or cash equivalents (e.g., U.S. Treasury bills or notes) from the
borrower; (2) the borrower must increase the collateral whenever the
market value of the securities loaned (determined on a daily basis)
rises above the value of the collateral; (3) after giving notice, the
fund must be able to terminate the loan at any time; (4) the fund must
receive reasonable interest on the loan or a flat fee from the
borrower, as well as amounts equivalent to any dividends, interest, or
other distributions on the securities loaned and to any increase in
market value; (5) the fund may pay only reasonable custodian fees in
connection with the loan; and (6) the Board of Trustees must be able
to vote proxies on the securities loaned, either by terminating the
loan or by entering into an alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any
security in which a fund is authorized to invest. Investing this cash
subjects that investment, as well as the security loaned, to market
forces (i.e., capital appreciation or depreciation).
SHORT SALES. A fund may enter into short sales with respect to stocks
underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a
convertible security a fund holds, it may sell the stock short. If the
stock price subsequently declines, the proceeds of the short sale
could be expected to offset all or a portion of the effect of the
stock's decline on the value of the convertible security. A fund
currently intends to hedge no more than 15% of its total assets with
short sales on equity securities underlying its convertible security
holdings under normal circumstances.
When a fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to the securities sold short
(or securities convertible or exchangeable into such securities) and
will be required to hold them aside while the short sale is
outstanding. A fund will incur transaction costs, including interest
expenses, in connection with opening, maintaining, and closing short
sales.
SHORT SALES "AGAINST THE BOX." A fund may sell securities short when
it owns or has the right to obtain securities equivalent in kind or
amount to the securities sold short. Such short sales are known as
short sales "against the box." If a fund enters into a short sale
against the box, it will be required to set aside securities
equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and will
be required to hold such securities while the short sale is
outstanding. The fund will incur transaction costs, including interest
expenses, in connection with opening, maintaining, and closing short
sales against the box.
SOVEREIGN DEBT OBLIGATIONS. A fund may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their
agencies, including debt of Latin American nations or other developing
countries. Sovereign debt may be in the form of conventional
securities or other types of debt instruments such as loans or loan
participations. Sovereign debt of developing countries may involve a
high degree of risk, and may be in default or present the risk of
default. Governmental entities responsible for repayment of the debt
may be unable or unwilling to repay principal and interest when due,
and may require renegotiation or rescheduling of debt payments. In
addition, prospects for repayment of principal and interest may depend
on political as well as economic factors.
STANDBY COMMITMENTS are puts that entitle holders to same-day
settlement at an exercise price equal to the amortized cost of the
underlying security plus accrued interest, if any, at the time of
exercise. A fund may acquire standby commitments to enhance the
liquidity of portfolio securities.
Ordinarily a fund will not transfer a standby commitment to a third
party, although it could sell the underlying municipal security to a
third party at any time. A fund may purchase standby commitments
separate from or in conjunction with the purchase of securities
subject to such commitments. In the latter case, a fund would pay a
higher price for the securities acquired, thus reducing their yield to
maturity.
Issuers or financial intermediaries may obtain letters of credit or
other guarantees to support their ability to buy securities on demand.
FMR may rely upon its evaluation of a bank's credit in determining
whether to purchase an instrument supported by a letter of credit. In
evaluating a foreign bank's credit, FMR will consider whether adequate
public information about the bank is available and whether the bank
may be subject to unfavorable political or economic developments,
currency controls, or other governmental restrictions that might
affect the bank's ability to honor its credit commitment.
Standby commitments are subject to certain risks, including the
ability of issuers of standby commitments to pay for securities at the
time the commitments are exercised; the fact that standby commitments
are not marketable by a fund; and the possibility that the maturities
of the underlying securities may be different from those of the
commitments.
STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. Government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives
the principal payments made by the underlying mortgage-backed
security, while the holder of the "interest-only" security (IO)
receives interest payments from the same underlying security.
The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall,
prepayment rates tend to increase, which tends to reduce prices of IOs
and increase prices of POs. Rising interest rates can have the
opposite effect.
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of investments or market
factors. Depending on their structure, swap agreements may increase or
decrease a fund's exposure to long- or short-term interest rates (in
the United States or abroad), foreign currency values, mortgage
securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. Swap agreements can take many
different forms and are known by a variety of names. A fund is not
limited to any particular form of swap agreement if FMR determines it
is consistent with a fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a
fee by the other party. For example, the buyer of an interest rate cap
obtains the rights to receive payments to the extent that a specified
interest rate exceeds an agreed-upon level, while the seller of an
interest rate floor is obligated to make payments to the extent that a
specified interest rate falls below an agreed-upon level. An interest
rate collar combines elements of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from
one type of investment to another. For example, if a fund agreed to
exchange payments in dollars for payments in foreign currency, the
swap agreement would tend to decrease a fund's exposure to U.S.
interest rates and increase its exposure to foreign currency and
interest rates. Caps and floors have an effect similar to buying or
writing options. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a fund's investments
and its share price and yield.
The most significant factor in the performance of swap agreements is
the change in the specific interest rate, currency, or other factors
that determine the amounts of payments due to and from a fund. If a
swap agreement calls for payments by a fund, the fund must be prepared
to make such payments when due. In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be
likely to decline, potentially resulting in losses. A fund expects to
be able to eliminate its exposure under swap agreements either by
assignment or other disposition, or by entering into an offsetting
swap agreement with the same party or a similarly creditworthy party.
A fund will maintain appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap
agreements. If a fund enters into a swap agreement on a net basis, it
will segregate assets with a daily value at least equal to the excess,
if any, of the fund's accrued obligations under the swap agreement
over the accrued amount the fund is entitled to receive under the
agreement. If a fund enters into a swap agreement on other than a net
basis, it will segregate assets with a value equal to the full amount
of the fund's accrued obligations under the agreement.
TENDER OPTION BONDS are created by coupling an intermediate - or
long-term, tax-exempt bond (generally held pursuant to a custodial
arrangement) with a tender agreement that gives the holder the option
to tender the bond at its face value. As consideration for providing
the tender option, the sponsor (usually a bank, broker-dealer, or
other financial institution) receives periodic fees equal to the
difference between the bond's fixed coupon rate and the rate
(determined by a remarketing or similar agent) that would cause the
bond, coupled with the tender option, to trade at par on the date of
such determination. After payment of the tender option fee, a fund
effectively holds a demand obligation that bears interest at the
prevailing short-term tax-exempt rate. In selecting tender option
bonds for a fund, FMR will consider the creditworthiness of the issuer
of the underlying bond, the custodian, and the third party provider of
the tender option. In certain instances, a sponsor may terminate a
tender option if, for example, the issuer of the underlying bond
defaults on interest payments.
VARIABLE OR FLOATING RATE OBLIGATIONS, including certain participation
interests in municipal instruments, have interest rate adjustment
formulas that help stabilize their market values. Many variable and
floating rate instruments also carry demand features that permit a
fund to sell them at par value plus accrued interest on short notice.
In many instances bonds and participation interests have tender
options or demand features that permit a fund to tender (or put) the
bonds to an institution at periodic intervals and to receive the
principal amount thereof.    A     fund consider   s     variable rate
instruments structured in this way (Participating VRDOs) to be
essentially equivalent to other VRDOs    it     purchase. The IRS has
not ruled whether the interest on Participating VRDOs is
tax-exempt   . A     fund may also invest in fixed-rate bonds that are
subject to third party puts and in participation interests in such
bonds held by a bank in trust or otherwise.
WARRANTS   . Warrants     are securities that give a fund the right to
purchase equity securities from the issuer at a specific price (the
strike price) for a limited period of time. The strike price of
warrants typically is much lower than the current market price of the
underlying securities, yet they are subject to similar price
fluctuations. As a result, warrants may be more volatile investments
than the underlying securities and may offer greater potential for
capital appreciation as well as capital loss. 
Warrants do not entitle a holder to dividends or voting rights with
respect to the underlying securities and do not represent any rights
in the assets of the issuing company. Also, the value of the warrant
does not necessarily change with the value of the underlying
securities, and a warrant ceases to have value if it is not exercised
prior to expiration date. These factors can make warrants more
speculative than other types of investments.
ZERO COUPON BONDS   . Zero coupon bonds     do not make interest
payments; instead, they are sold at a deep discount from their face
value and are redeemed at face value when they mature. Because zero
coupon bonds do not pay current income, their prices can be very
volatile when interest rates change. In calculating its dividends, a
fund takes into account as income a portion of the difference between
a zero coupon bond's purchase price and its face value.
A broker-dealer creates a DERIVATIVE ZERO by separating the interest
and principal components of a U.S. Treasury security and selling them
as two individual securities. CATS (Certificates of Accrual on
Treasury Securities), TIGRs (Treasury Investment Growth Receipts), and
TRs (Treasury Receipts) are examples of derivative zeros.
The Federal Reserve Bank creates STRIPS (Separate Trading of
Registered Interest and Principal of Securities) by separating the
interest and principal components of an outstanding U.S. Treasury bond
and selling them as individual securities. Bonds issued by the
Resolution Funding Corporation (REFCORP) and the Financing Corporation
(FICO) can also be separated in this fashion. ORIGINAL ISSUE ZEROS are
zero coupon securities originally issued by the U.S. Government, a
government agency, or a corporation in zero coupon form.
SPECIAL CONSIDERATIONS AFFECTING CANADA
   Canada is one of the richest nations in the world in terms of
natural resources. Within this sector particularly strong commodities
are forest products, mining and metals products, and agricultural
products such as grains. Additionally, energy related products such as
oil, gas and hydroelectricity are important components of their
economy. Accordingly, the Canadian stock market is strongly
represented by such basic materials stocks, and movements in the
supply and demand of industrial materials, agriculture, and energy,
both domestically and internationally, can have a strong effect on
market performance.    
   Canada is a confederation of 10 provinces with a parliamentary
system of government. The area, the world's second largest nation by
landmass, is inhabited by 30.2 million people, most of whom are
decedents of France, the United Kingdom and indigenous peoples. The
country has a work force of over 15 million, spread out over a variety
of industries from trade, manufacturing, and mining to finance,
construction and government. While the country has many institutions
which closely parallel the US, such as a transparent stock market and
similar accounting practices, it differs from the US in that it has an
extensive social welfare system, much more akin to European welfare
states.    
   The confederated structures combined with recent financial pressure
on the federal government have pushed some provinces, Quebec in
particular, to call for a reevaluation of the legal and financial
relationships between the federal government in Ottawa and the
provinces. This issue came to a head in 1995 with a referendum on
Quebec sovereignty, which was ultimately won by Ottawa
(50.56%-49.44%). The very narrow defeat of the referendum and the
return of Bloc Quebecois to parliament with a lower but still
substantial number of seats indicate that the issue is far from
resolved. Accordingly, a large amount of the government's energy is
spent considering new constitutional arrangements. In the meantime,
markets react to the periodic escalations of separatist calls with
caution.    
   The current government of the Liberal party was reelected in June
1997 with a clear majority of 155 of the 301 parliamentary seats. This
is a drop in majority status during their previous government, during
which they held 60% of the seats. Opposition is currently divided
amongst 4 parties, none of which occupies more than 60 seats. The
historical opposition to the Liberals, the Conservatives, has had to
fight back onto the political stage after being marginalized in the
1993 elections. Reclaiming enough seats in 1997 to be restored to
official status, the Conservatives currently hold 20 seats.    
   Economically, GDP growth in Canada was 1.5% in 1996, down from 2.3%
in 1995. Driving growth was optimism in the government's stability and
fiscal health following the Quebec referendum and the achievement of a
current account surplus (which was subsequently lost, then regained in
early 1997). Particularly strong market performers were financial
services, real estate, utilities and merchandising. Consumer demand
was strong in 1996, financed by borrowing.    
   The Bank of Canada is fairly independent from the government and
has the latitude to manipulate interest rates to keep inflation within
its self imposed target of less than 3%. The Canadian dollar has
benefited from internal fiscal successes, specifically the balancing
of the current account. Despite the strong link to the US dollar, the
Bank of Canada won't automatically raise rates in response to US
hikes.    
   The US is Canada's biggest trading partner, representing over 75%
of total trade. Strong export industries are energy, mining and forest
products.  Canada is the largest energy supplier to the US. Main
imports are industrial machinery and chemicals. The US is also
Canada's largest foreign investor, responsible for 71% of all FDI in
Canada (worth approximately $87 billion). Main targets for investment
are metals and mining industries, energy, and finance.    
   Recently the Finance Ministry has kept demands for spending on
social programs at bay in the name of eradicating the budget deficit. 
Once they feel this is firmly behind them, social spending could
possibly resume.    
   Privatization programs, meeting gathering opposition from trade
unions, interest groups and the general public, are slowly shrinking,
with many large-scale services remaining public.    
   There are four primary securities exchanges in Canada: Toronto,
Montreal, Vancouver, and Alberta. The Toronto and Montreal exchanges
list the older, larger, more established firms. Combined, these two
exchanges accounted for 95.2% of the total trading value in 1996. The
Vancouver and Alberta exchanges list smaller, younger start up firms
which tend to represent the natural resource sectors. In 1996 these
two exchanges accounted for 4.8% of the total value of equity
trading.    
SPECIAL CONSIDERATIONS AFFECTING LATIN AMERICA
   Latin America represents one of the world's more advanced emerging
markets. With a total population of 427 million and its abundant
natural resources, the area is a prime trading partner for the US and
Canada. In Latin America exports represent, on average, 16.6% of GDP.
Strong export sectors are petroleum, manufactured goods, agricultural
commodities such as coffee and beef, and metals and mining products.
GDP growth in Latin America as a region was 3.4% in 1996, up from 0.1%
in 1995. Recognizing the important role of international trade as a
component of GDP, the countries of Latin America have formed strong
regional trade organizations, notably MERCOSUR. Talk of extending
NAFTA down through Latin America indicates some desire to tie the
economies even closer to those of the north.     
   Politically, Latin American countries generally have strong
presidential systems closely modeled on the US. Their transition to
democracy, largely complete in most countries, nevertheless allows for
a considerable military influence, reflecting the strong authoritarian
leanings of a large portion of the population. The countries all enjoy
good relations with the United States, with whom they cooperate on a
range of non-economic matters, such as preservation of the environment
and drug control. Monetarist minded governments were responsible for
the successful staving off of contagion from the recent currency
crisis in Mexico, increasing their stature in the eyes of most capital
market participants.     
   ARGENTINA. Prior to 1989, Argentine politics were characterized by
populist leaders, sometimes democratically elected and sometimes not,
who ruled with the overt support of the military. Coups and outright
military rule were not uncommon.  Economic polices were highly
protectionist, with significant barriers and restrictions on foreign
trade and investment. Markets were highly regulated and the state was
heavily involved in many industries. Inflation was routinely high and
growth stagnant.              
   President Carlos Menem was first elected to office in 1989 and
undertook a program of deregulation, liberalization and macroeconomic
reform.  The results have been positive. Growth in 1996 was 4.4%, up
from -4.4% in 1995.  Argentina's growth, averaging over 7% from 1991
to 1994, has been driven primarily by domestic consumption. In the
wake of the Mexican currency crisis, however, banking liquidity has
been restrained. While deposits have increased in reaction to peso
stabilization, lending has not, putting downward pressure on consumer
spending. The positive effect is that inflation, well over 150% at the
beginning of the decade, was 0.4% in 1996.  Still troublesome for
Argentina is unemployment, quite high at 17%. Menem's economic
liberalization policies have succeeded in attracting foreign
investment. From the US alone, approximately $10 billion was invested
by 1996. Investors have been most attracted to the telecommunications,
finance, and energy sectors.     
   Argentina enjoys a positive trade balance. The export economy is
heavily weighted toward agriculture, which represents 60% of the total
value of all Argentine exports. Primary products are livestock,
oilseeds, and grain. Argentina's single biggest trading partner is
Brazil, and the US is the second. Primary imports are machinery,
vehicles and chemicals.    
   The resignation of Economy Minister Domingo Cavallo in July 1996
was initially greeted with skepticism from the markets. Cavallo was
widely recognized as the man responsible for ensuring the
convertibility of the peso by pegging it to the dollar, a move which
saved Argentina from the hyperinflation and continuous drops in output
which could have followed from the Mexican crisis in 1994. Confidence
was quickly restored, however, with the appointment of Roque
Fernandez, who promptly reaffirmed commitment to Cavallo's plan and
introduced further measures for fiscal stability.    
   The central bank's main priority is maintaining convertibility
against the dollar. It is very active in the foreign exchange market
and even assists local firms with liquidity problems.    
   Legislative elections to be held in October, 1997 could prove to be
critical for Menem, who still has an extensive economic reform agenda
which includes further privatizations, labor market reforms and a
revamped tax policy. Failure to retain a friendly majority in the
Lower House of congress could deprive Menem of the support he needs to
pass such reforms.    
   The next presidential election is due in 1999. In accordance with
the constitution, Menem, a member of the Peronist party, can not seek
a third consecutive term. The next election is likely to present a
third candidate to the voters beyond the traditional contestants from
the Peronist and Radical parties. Frepaso, a center-left alliance,
first emerged in the 1995 elections and by 1999 could build itself up
enough to promote a viable alternative to the older parties. It is
uncertain how policies would be effected by the systemic change from a
predominantly two party system to a three way game.    
   BRAZIL. Brazil is the largest country in South America and is home
to vast amounts of natural resources. Its 155 million people are
descendants from indigenous tribes and European immigrants. They live
in diverse socio-economic conditions, from the urban cities of Sao
Paolo to the undeveloped trading posts of the distant regions.
Industrial development has been concentrated in specific areas. The
disenfranchised population is quite large and is a source of many of
Brazil's social problems.     
   The Brazilian economy is currently undergoing extensive reforms,
stemming from a 1994 effort to stabilize the currency called the Real
Plan. With the aim of curbing inflation, a new currency, the Real, was
introduced and supported via a floating exchange band. The plan has
stabilized the exchange rate and controlled inflation, which was
reeling out of control in 1994 at 2,700%. Inflation in 1995 dropped to
81%, and fell even further in 1996, settling at 18.7%. At the same
time, however, the Real Plan has sent the trade and current account
balances into a deficit. The current account soared from $1 billion to
$18 billion, and increased further in 1996 to $27 billion.     
   Other objectives of the administration of the current President,
Fernando Henrique Cardoso, are trade liberalization and privatization,
but these efforts are sporadic and often stalled by special interests
in the legislature. Some privatization efforts are performing well,
particularly in the utilities sector. Utilities and telecommunications
have been key draws for foreign investment, and foreign direct
investment (FDI) is coming in at record levels. In 1996 the country
received over $9.5 billion, with $2.4 billion coming from the US.
Still, there are restrictions against investments in certain
industries, such as metals and mining.    
   Similarly with trade liberalization, the government increased
import restrictions in an effort to shrink the trade deficit and slow
the growth of import consumption. This consumption was a main
contributor to GDP growth in 1996, though growth was down 1% to 3.2%.
    
   Traditionally a primarily agricultural economy, a strong industrial
sector has developed which produces metals, chemical, and manufactured
consumer goods. Agriculture still plays a significant role, however,
representing 11% of the GDP, 40% of exports and employing over 35% of
the work force. Primary agricultural products are grains, coffee, and
cattle. Regarding energy and utilities, the country is a leading
producer of hydroelectric power, but they are dependent on imports for
oil.    
   Presidential elections will be held in 1998. President Cardoso
hopes to stand for re-election but currently is unable to, given a
constitutional provision on term limits. Efforts to gather
congressional support for constitutional reform, allowing Cardoso to
stand, could result in a great deal of special interest concessions,
translating into more public spending and horse-trading over fiscal
reforms.     
   CHILE. Chile is a transition economy which has recently made great
strides toward putting its authoritarian, statist, past behind itself.
In all of Latin America, it is the country with the highest rates of
growth.  Averaging 7.3% so far this decade, GDP grew at 6.7% in 1996,
down from 8.5% the previous year.  Inflation has been steadily
declining and is down over 15% in the last five years.  Inflation in
1996 was 7.4%, a 0.8% drop over 1995. Unemployment in 1996 was 6.6%,
particularly low for the Latin American region.  Despite the fact that
market capitalization fell $8 billion in 1996 to $64 billion, Chile is
still considered to have one of the best performing stock markets in
the region.    
   Chile has a strong, interventionist central bank which focuses more
on the investment community than it does on the government.  Active
steps are taken to control demand and inflation. One example is the
practice of restricting short-term flows of foreign capital through
the country.    
   Interest rate hikes in 1996 are said to have restrained growth, but
other factors include unfavorable weather conditions that hurt
agricultural and hydroelectric power production. Mining and metals
were strong performers in 1996. Of particular note was the strong
showing of the country's copper industry.    
   Eduardo Frei is President and is due for reelection in 1999.
President Frei has been trying to decentralize the government but
encounters stiff opposition from the powerful trade unions.  Also high
on Frei's agenda is tax reform.    
   There is a considerable military component to political life in
Chile. In the legislature there is strong representation by parties
with authoritarian views. As part of the negotiated settlement with
coup leader General Augusto Pinochet in 1990, the army chain of
command ends with General Pinochet, not an elected official.
Furthermore, certain seats are reserved in the Senate for appointed
officials from the military. Pinochet must resign in 1998, and shortly
thereafter the reserved Senate seats will fall open to election. 
There are constitutional reforms currently in progress further
diminishing the role and influence of the military, and thus the
political transition is still underway. A successful outcome requires
that the military acquiesce as it is stripped of its political
powers.    
   MEXICO. The Mexican economy recovered fairly well in 1996 from the
currency crisis of December 1994 thanks in large part to growth in
exports, peso stabilization, and massive financial assistance from the
United States. Growth rebounded from its negative position of -6.2% in
1995 to reach 5.1% in 1996. The peso devaluation of 1994, prompted by
mounting foreign debt, was effective in reducing the current account
deficit from $30 billion to just over $1 billion, and it also pushed
Mexico into a positive trade balance.  The current account deficit
increased in 1996 to $3.7 billion, but the trade surplus was
maintained. Inflation jumped from 7% to over 50% in the year after the
crisis, but was controlled in 1996, registering a drop to 28%.
Inflation is the chief concern of the central bank, which takes active
measures such as the setting of wage ceilings and manipulation of
interest rates to control it. Domestic consumption is sluggish and has
yet to return to pre-1994 levels, also contributing to the containment
inflation.    
   The Mexican economy is very strong in manufacturing and natural
resources, specifically oil. Manufacturing alone counts for 22% of the
Mexican GDP and 21% of all urban employment. The economy is also very
closely tied to the US, which is responsible for 60% of all foreign
investment and with whom it conducts over 75% of all trade. Trade
pacts such as the North American Free Trade Agreement further
integrate the economies, giving the US strong incentives to provide
assistance in times of crisis. NAFTA also enabled the recent recovery,
given the ease with which it allows increases in exports and
investment. The Mexican stock market listed 193 companies with total
capitalization of $106 billion in 1996, a 17% rise over 1995.    
   Internally, the various people of the Mexican states have recently
experienced a great deal of dissatisfaction with their relationship to
the federal government. Most notably, in Chiapas there have been armed
uprisings by indigenous groups demanding further autonomy. While the
rebellions have not strongly shaken financial markets, they serve as a
reminder of the diversity of Mexico, of the vast socio-economic gaps
between various peoples, and of the potential for such groups to
demand the attention of both their government and the world.     
   Politically, the landscape changed fundamentally in July 1997. The
defeat of candidates from the Institutional Revolutionary Party (PRI)
in legislative elections signaled the end of decades of one party
rule. Citizens now have the confidence that their votes count and that
the PRI is no longer invincible. Winning every presidential election
since its founding in 1929, the PRI was the country's monolithic
political machine, maintaining power through rigged elections and
ruling in an environment rife with intrigue and corruption. Internal
pressures including armed rebellion from domestic interest groups,
extensive crises and scandals caused by intra-party rivalries and
corruption, and deteriorating relationships with foreign countries
over financial mismanagement and mutual social problems all
contributed to the establishment of fully free and unfettered
elections. The response from the Mexican people was clear. Though they
took the most votes (39%) for the 500-member Lower House of congress,
the PRI has lost their majority, and the President is now forced to
accommodate the interests of the opposition parties. Market reaction
to the new Mexican political world was positive.  The IPC index,
consisting of 35 of the most representative stocks on the Mexican
Stock Exchange, rose 3.25% the day after the election.  Further
financial implications of the new landscape are as yet uncertain.
Relevant considerations are the effect of the new configurations on
government consensus and policy making, the demands of newly empowered
groups on economic and other resources, the balance of power between
the executive and the legislature, and the ability of the government
to maintain law and order.    
   EMERGING MARKETS: LATIN AMERICA    
   MARKET CAPITALIZATION IN U.S. DOLLARS
DECEMBER 1996    
                      $ Billions:       
 
   Argentina          44.7              
 
   Brazil             429.3             
 
   Chile              65.6              
 
   Mexico             107.0             
 
   Peru               13.8              
 
   Venezuela          10.0              
 
   Source: The Economist, The LGT Guide to World Equity Markets,
1997    
       
   For national stock market index performance, please see the section
on Performance beginning on page p. 52.    
SPECIAL CONSIDERATIONS AFFECTING JAPAN, THE PACIFIC BASIN, AND
SOUTHEAST ASIA
   Asia has undergone an impressive economic transformation in the
past decade. Many developing economies, utilizing massive foreign
investments, established themselves as inexpensive producers of
manufactured and re-manufactured consumer goods for export. As
household incomes rose, birth was given to rising middle classes,
stimulating domestic consumption. More recently, large projects in
infrastructure and energy resource development have been undertaken,
again utilizing cheap labor, foreign investment, and a business
friendly regulatory environment. During the course of development,
governments, which are democratic, at least in a formal sense, fought
to maintain the stability and control necessary to attract investment
and provide labor. Subsequently, Asian countries today are coming
under increasing, if inconsistent, pressure from western governments
regarding human rights practices.    
   GDP growth in Asia increased in 1996 to 4.9% over its 1995 level of
3.2%. It is the fastest growing region of the world, with China
leading the way at 9.1%. Of the 20 fastest growing economies in the
world, half of them are in Asia. Inflation in 1996 was reduced to
2.6%, down from 3.0% the previous year. Nevertheless it is a
significant concern given the areas high levels of domestic
consumption and capital inflows.    
   Manufacturing exports declined significantly in 1996, due to drops
in demand, increased competition, and also strong US dollar
performance. This is particularly true of electronics, a critical
industry for several Asian economies. Declines in exports reveal how
much of the recent growth in these countries is dependent on their
trading partners. Many Asian exports are priced in dollars, while the
majority of its imports are paid for in local currencies. A stable
exchange rate between the dollar and other Asian currencies is
important to Asian trade balances.    
   Despite the impressive economic growth experienced by Asia's
emerging economies, currency and economic concerns have recently
roiled these markets. Over the summer of 1997, a plunge in Thailand's
currency set off a wave of currency depreciations throughout South and
Southeast Asia. The Thai crisis was brought on by the country's
failure to take steps to curb its current-account deficit, reduce
short-term foreign borrowing and strengthen its troubled banking
industry, which was burdened by speculative property loans. Most of
the area's stock markets tumbled in reaction to these events.
Investors were heavy sellers as they became increasingly concerned
that other countries in the region, faced with similar problems, would
have to allow their currencies to weaken further or take steps that
would chock off economic growth and erode company profits. For U.S.
investors, the impact of the market declines were further exacerbated
by the effect of the decline in the value of their local currencies
versus the U.S. dollar.    
   JAPAN. A country of 126 million with a labor force of 64 million
people, Japan is renowned as the preeminent economic miracle of the
post war era. Fueled by public investment, protectionist trade
policies, and innovative management styles, the Japanese economy has
transformed itself since the war into the world's second largest
economy. An island nation with limited natural resources, Japan has
developed a strong heavy industrial sector and is highly dependent on
international trade. Strong domestic industries are automotive,
electronics, and metals. Needed imports revolve around raw materials
such as oil, forest products, and iron ore.  Subsequently, Japan is
sensitive to fluctuations in commodity prices. With only 19% of its
land suitable for cultivation, the agricultural industry is small and
largely protected. While the U.S. is Japan's largest single trading
partner, close to half of Japan's trade is conducted with developing
nations, almost all of which are in southeast Asia. Investment
patterns generally mirror these trade relationships. Japan has over
$100 billion of direct investment in the United States.     
   The Tokyo Stock Exchange (TSE) is the largest of eight exchanges in
Japan. The exchanges divide the market for domestic stocks into two
sections, with larger companies assigned to the first section and
newly listed or smaller companies assigned to the second. In 1996,
1,833 firms were listed on the TSE, 96% of which were domestic. Some
believe that the TSE has a tendency to be strongly influenced by the
performance of a small circle of large cap firms that dominate the
market. The two key indexes are the Tokyo Stock Price Index (TOPIX)
and the Nikkei. In 1996, TSE performance was lackluster, with the
TOPIX down about 7%.     
   CHINA AND HONG KONG. China is one of the world's last remaining
communist systems, and the only one that appears poised to endure due
to its measured embrace of capitalist institutions. It is the world's
most populous nation, with 1.3 billion people creating a work force of
630 million. Today's Chinese economy, roughly separated between the
largely agricultural interior provinces and the more industrialized
coastal and southern provinces, has its roots in the reforms of the
recently deceased communist leader Deng Xiaoping. Originally an
orthodox communist system, China undertook economic reforms in 1978 by
providing broad autonomy to certain industries and establishing
special economic zones (SEZ's) to attract foreign investment (FDI).
Attracted to low labor costs and favorable government policies,
investment flowed from many sources, with Hong Kong, Taiwan, and the
United States leading the way.  Most of the investment, totaling $37
billion by the end of 1995, has located in the southern provinces,
establishing manufacturing facilities to process goods for
re-export.    
   The result has been a steadily high level of real GDP growth,
averaging 11.35% per year so far this decade. With this growth has
come a doubling of total consumption, a tripling of real incomes for
many workers, and a reduction in the number of people living in
absolute poverty from 270 to 100 million. Today there is a market of
more that 80 million who are now able to afford middle class western
goods.    
   China has two stock exchanges that are set up to accommodate
foreign investment, in Shenzhen and in Shanghai. In both cases,
foreign trading is limited to a special class of shares (Class B)
which was created for that purpose. Only foreign investors may own
Class B shares, but the government must approve sales of Class B
shares among foreign investors. As of December 1996, there were 42
companies with Class B shares on the two exchanges, for a total Class
B market capitalization of U.S. $4.7 billion.     
   AUSTRALIA. Australia is a 3 million sq. mile continent (about the
size of the 48 continental United States) with a predominantly
European ethnic population of 18.2 million people. A member of the
British Commonwealth, its government is a democratic, federal-state
system.    
   The country has a western style capitalist economy with a work
force of 9.2 million that is concentrated in services, mining, and
agriculture. Australia's natural resources are bauxite, coal, iron
ore, copper, tin, silver, uranium, nickel, tungsten, mineral sands,
lead, zinc, diamonds, natural gas, and oil. Primary trading partners
are the US, Japan, South Korea, New Zealand, UK and Germany.  Imports
revolve around machinery and high technology equipment, while exports
are heavy in the agricultural and mineral products, making them
sensitive to world commodity prices.      
   Historically, Australia's strong points were its agricultural and
mining sectors. While this is still true to a large extent, the
government managed to boost its manufacturing sector by undertaking
protective measures in the 1970's and early 1980's. These have
subsequently been liberalized in an effort to kindle growth in the
industrial sector. Today's economy is more diverse, as manufactures'
share of total exports is increasing. Part of the government's effort
to make manufacturing more competitive was a floating of the
Australian dollar in 1984, precipitating an initial depreciation, and
a campaign to reduce taxes. Such reforms have attracted foreign
investment, particularly in the transport and manufacturing sectors.
Restrictions do exist on investment in certain areas as media, mining
and some real estate. In 1995, cumulative US investment in Australia
totaled more than $65 billion and accounted for 21% of total foreign
investment.    
   GDP growth reached 3.6% in 1996; a steady increase over the days of
the early 1990's which saw a recession. The recession was followed in
1992 by a jump in growth (from 0.4-2.8%), but this initial boost seems
to have leveled off. The election of a new Liberal/National coalition
government after 13 years of Labor rule has brought with it new
efforts to cut public spending and eliminate the projected $6 billion
budget deficit. This step, coupled with a steady unemployment rate
(8%), could slow down the recent ascent in growth.      
   Australia is fully integrated into the world economy, participating
in GATT and also more regional trade associations such as the Asia and
the Pacific Economic Cooperation (APEC) forum. Future growth could
result from their movement towards regional economic liberalization,
but a countervailing force is the reality that some export markets in
Europe could be lost to continued European economic integration.    
   INDONESIA. Indonesia is a country that encompasses over 17,000
islands on which live 195 million people.  It is a mixed economy that
balances free enterprise with significant government intervention.
Deregulation policies, diversification of strong domestic sectors, and
investment in infrastructure projects have all contributed to high
levels of growth since the late 1980's. Indonesia's economy grew at
7.1% in 1996, the exact average if its performance for the current
decade. Growth in the 1990's has been fairly steady, hovering between
6.5-7.5% for the most part, peaking at 8.1% in 1995. Moderate growth
in investment, including public investment, and also in import growth,
helped to slowdown GDP growth. Growth has been accompanied by
moderately high levels of inflation, ranging from the recent high of
9.7% in 1993 to a low of 7.1%, as witnessed last year.    
   Indonesia is currently undergoing a diversification of the core of
its economy. No longer strictly revolving around oil and textiles, it
now gaining strength in high technology manufactures, such as
electronics. Indonesia consistently runs a positive trade balance. 
Strong export performers are oil, gas, and textiles and apparel. Oil,
once responsible for 80% of export revenues, now accounts for only
25%, an indication of how far other (mostly manufacturing and apparel)
sectors have developed. Main imports are raw materials and capital
goods.     
   In 1994 the country underwent deregulation measures which further
boosted investment. By 1996, FDI levels dropped from the record high
in 1995, and the trend was away from large projects including
infrastructure to smaller more manageable projects.  Many consider
this a reflection of a desire to avoid the notoriously nepotism ridden
bureaucracy.     
   The Indonesian government is strongly authoritarian. Treatment of
political opponents, workers and ethnic minorities has put Indonesia
in the world spotlight with criticism of its human rights practices.
One source of outspoken popular discontent is the glaring discrepancy
in income distribution, particularly across ethnic lines. World
attention to the problems in Indonesia has given support to the
various causes, but it does not seem to have had much impact on the
government. Efforts to impose sanctions on the country by both federal
and state level politicians in the US have so far proven unsuccessful,
but are likely to continue to persist.    
   Politically, the ruling party, Golkar, faces frequent challenges
from unofficially sanctioned opposition parties, but these efforts are
effectively marginalized. The key political question in Indonesia is
who will replace the aging ruler, President Suharto who, at 76, has
been the county's only leader for over 30 years. His long tenure and
the country's nascent democratic institutions leave the question of
proper succession open. During his career he has amassed support from
a directly appointed insider bureaucracy of political and business
elites which features immediate members of his family. As well, he has
relied strongly upon the army to provide the force necessary to
contain social unrest. Which amongst these two institutions will
emerge to replace Suharto is far from clear, and the surrounding
intrigue could lead to some instability. As economic policies have
been crafted to benefit Suharto's supporters in the business
community, any deviation from Suharto's position would likely impact
the economy. Additionally, a key ingredient to Indonesia's success has
been their ability to contain social unrest.  Maintaining this
control, especially in the face of recently escalated tensions and
political uncertainty, is an important anchor for economic
performance. Proof of this is the Jakarta Stock Exchange's volatile
reaction to riots in July 1995.     
   MALAYSIA. 1996 saw Malaysia's GDP growth slow to 8.3%, down from
over 9% in 1994 and 1995.  Inflation has been kept relatively low at
3.8%. Performance in 1996 avoided the economy's potential overheating
as export growth, investment, and consumption all slowed. This helped
to bring the current account deficit down by $1.7 billion to settle at
approximately 6.0% of GDP.      
   A large part of Malaysia's recent growth is due to its
manufacturing industries, particularly electronics and especially
semiconductors. This has led to an increased reliance on imports; thus
the economy is sensitive to shifts in foreign production and demand. 
This is particularly true regarding its main trading partners: the US,
Japan, and Singapore. Such shifts were partly responsible for the
slowdown in 1996. In addition, monetary policies to stem the threat of
overheating were evident, but the country still needs massive public
and private investment to finance several large infrastructure
projects. Government industrial policy seeks investment to create more
value added high technology manufacturing and service sectors in order
to decrease the emphasis on low skilled manufacturing. Already US
investors have invested over $9 billion, and most of this is in
electronics and energy projects.    
   Unemployment remains extremely low (2.6%) and labor for completing
the various projects is becoming costly, especially as industry has to
go abroad to search for higher skilled workers. Wages have soared so
high that Malaysia no longer qualifies for the special trading
benefits that the US and the EU bestow upon developing nations. This
could hurt exports. A further catch is that rapidly increasing wages
could cause inflationary pressures, yet a shortage of labor could
threaten development.      
   The political situation in Malaysia is stable and could possibly
remain so up to and including the next election in the year 2000.     
   SINGAPORE. Since achieving independence from the British in 1965,
Singapore has repeatedly elected the People's Action Party (PAP) as
their government. It is a party that is so consistent it has only
offered up two prime ministers in this 32-year period. Elections in
January 1997 returned the PAP to power, signaling satisfaction with
their policy of close coordination with the private sector to
stimulate investment. Typical policies include selective tax
incentives, subsidies for R&D, and joint ventures with private firms. 
While the combination of consistent leadership and interventionist
policies is sometimes seen as impeding civil liberties and
laissez-faire economics, it has produced an attractive investment
environment.    
   The Singapore economy is almost devoid of agriculture and natural
resources, not surprising given the island nation's geographic size.
Its strongest sector is manufacturing, particularly of electronics,
machinery and petroleum and chemical products. They produce 45% of the
world's computer disk drives. Major trading partners are Japan,
Malaysia and the US.      
   The economic situation in Singapore registered a passable year in
1996. The regional trend toward slowed electronics exports made clear
the country's strong reliance on this sector. GDP growth dropped from
8.8% to 6.5%, while inflation remained low (1.4%) and the current
account balance maintained its large surplus. Property values have
gone up recently, partially in response to uncertainty surrounding
Hong Kong. Interest rates are consistently low, and wages high,
leaving some at a loss to explain the repeatedly low inflation
rate.    
   SOUTH KOREA. South Korea is one of the more spectacular economic
stories of the post war period. Coming out of a civil war in the
mid-1950's the country found itself with a destroyed economy and
boundaries that excluded most of the peninsula's mineral and
industrial resources. It proceeded over the next 40 years to create a
society that includes a highly skilled and educated labor force and an
economy that exploited the large amounts of foreign aid given to it by
the US and other countries. Exports of labor intensive  products such
as textile initially drove the economy, to be replaced later by heavy
industries such as automobiles.     
   Hostile relations with North Korea dictate large expenditures on
the military, and political uncertainty and potential famine in the
north has put the south on high alert. Any kind of significant
military effort could have multiple effects, both positive and
negative, on the economy. South Korea's lack of natural resources put
a premium on imported energy products, making the economy very
sensitive to oil prices.    
   Since 1991, GDP growth has fluctuated widely between 5% and 9%,
settling down at 6.8% last year.  Currently the labor market is in
need of restructuring, and its rigidity has hurt performance.
Relations between labor and the large conglomerates, or Chaebols,
could prove to be a significant influence on future growth. Inflation
in the same period has been consistently dropping, save a brief rise
in 1994, and finished the year at 4.5%. The country consistently runs
trade deficits, and the current account deficit widened sharply in
1996, more than doubling to $19.3 billion. South Korea's strong
domestic sectors are electronics, textiles and industrial machinery.
Exports revolve around electronics, textiles, automobiles, steel and
footwear, while imports focus on oil, food, chemicals and metals.     
   The stock market (Korea Stock Exchange) is currently undergoing
liberalization to include more foreign participation, which was only
first allowed in 1992, but the bond market remains off limits until
1999. Liberalization is in response to the KSE 1996 performance, which
was down 18%. While the number of listed companies increased by 39 in
1996, total market capitalization fell 24% from its 1995 level.    
   THAILAND. The political situation in Thailand is tenuous. Democracy
has a short history in the country, and power is alternatively
obtained by the military, a non-elected bureaucratic elite, and
democratically elected officials. The frequent transfers of power have
generally gone without divisive, bloody conflicts, but there are
bitter differences between the military and the political parties.
Free elections in 1992 and again in 1995 have produced non-military
democratic leaders from different parties, a healthy sign of party
competition. While democratic institutions are stabilizing, the
current government is under increasing pressure due to recent poor
economic performance.    
   The Thai economy has witnessed a fundamental transition in recent
years. Traditionally it was a strong producer of textiles, minerals
and agricultural products, but more recently it has tried to build
high tech export industries. This proved particularly fortuitous in
the mid 1990's when flooding wiped out much of their traditional
exports, but the newer industries remained strong, keeping the growth
rate above 8%. (This level had been achieved through the 1990's,
giving the economy a name as one of the fastest growing in the
region.) The government has also taken steps toward reducing the
influence of central planning, opening its market to foreigners and
abandoning five-year plans. This restructuring is still underway, and
the change can cause difficulty at times.      
   GDP growth slowed a bit last year to 7.2%, down from 8.6% in 1995.
The current account deficit was 7.9% of GDP, and inflation was 5.8%,
both considered high but steady and controllable results in line with
recent years' performance. One cause for the slowdown was a decline in
export growth as its manufacturing industry faces stiff competition
from low priced competitors and its agriculture suffers drops in
production. In 1996, Thailand's currency, the baht, was linked to a US
dollar dominated basket, and monetary policy had remained tight to
keep that link strong and avoid inflationary pressures.      
   The situation changed in early 1997, however, with the revelation
of many bad bank loans and a bubbling of property prices due to
over-investment.  Many companies, faced with slowing exports, stopped
servicing their debts. Many other firms have stayed alive only with
infusions of public cash, and the government has been slow to let many
property laden financial firms fail. The stock market has reacted
strongly, dropping to new lows for the decade. Reluctant to float the
baht, indeed promising that it wouldn't, the government relented in
early July hoping to revive export and stock market growth. The
subsequent devaluation (approximately 20% against the dollar in the
first month) led to the need for a $16 billion loan coordinated by the
IMF to shore up foreign reserves. Most of the loan came from
neighboring countries led by Japan, indicating their desire to both
protect their own investments in Thailand, and also mitigate the
effect of the devaluation on their home currencies     
   The total impact of the entire situation is negative, particularly
on inflation, unemployment and foreign debt. Significant turnover and
a major gamble on the currency has put the government in a precarious
position, especially given the fact that it is a six party coalition.
Dissatisfaction amongst the military, always a political factor, is
high.      
   EMERGING MARKETS: ASIA    
   MARKET CAPITALIZATION IN U.S. DOLLARS
DECEMBER 1996    
                        $ Billions       
 
   India                132.97           
 
   Indonesia            91.00            
 
   Korea                138.91           
 
   Malaysia             322.00           
 
   Pakistan             11.75            
 
   Philippines          80.69            
 
   Singapore            182.00           
 
   Taiwan               274.00           
 
   Thailand             95.92            
 
   Source: The Economist. The LGT Guide to World Equity Markets
1997.    
   REAL GDP ANNUAL RATE OF GROWTH 
(ANNUAL % CHANGE)
1996    
   China                 9.1%       
 
   Hong Kong             4.3%       
 
   India                 5.7%       
 
   Indonesia             7.1%       
 
   Japan                 3.9%       
 
   Korea                 6.8%       
 
   Malaysia              8.3%       
 
   Philippines           5.5%       
 
   Singapore             6.5%       
 
   Taiwan                5.8%       
 
   Thailand              7.2%       
 
   Source: The Economist. The LGT Guide to World Equity Markets
1997.    
       
   For national stock market index performance, please see the section
on Performance beginning on page p. 52.    
SPECIAL CONSIDERATIONS AFFECTING EUROPE
   Europe can be divided into 2 categories of market development: the
developed economies of Western Europe1, and the transition economies
of Eastern Europe2. As a whole, Europe witnessed a slowdown in growth
in 1996, down to 1.7% from its 1995 level of 2.5%. Inflation decreased
to 4.6%, down from 5.1% in 1995. The weak growth performance in
Germany had an effect on the region as a whole, largely due to the
role Germany plays as a primary trading partner to most European
countries.      
   In the west, GDP growth averaged 2.5%, unemployment 9.2% and
inflation 6.8%3. Twelve of the countries enjoy both positive trade
balances and positive current accounts balances, while seven do not.
Likewise, in the east growth averaged 3.1%, while inflation averaged
26%4. All countries save Bulgaria saw trade and current accounts
deficits.      
   Stock market performance in the western countries was strong. Over
9100 firms, both foreign and domestic, are listed on the exchanges
throughout the region. Total market capitalization in the west was
over $9 trillion in 1996. Market capitalization totals grew over their
1995 levels on an average of 31%, with notable performances by Turkey
and Greece, both growing by almost 50%. Trading value turnover
increased in all countries save Austria and Ireland, and the average
increase across the region was 29%.    
   The European Union (EU) consists of 15 countries of western Europe:
Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland,
Italy, Luxembourg, Netherlands, Portugal, Spain, Sweden and the UK.
The 6 founding countries first formed an economic community in the
1950's to bring down trade barriers such as taxes and quotas, to
eliminate technical restrictions such as special standards and
regulations for foreigners, and coordinate various industrial
policies, such as agriculture. The group has admitted new members in
the 1970's and most recently in 1995 when Austria, Finland and Sweden
joined. By that time the community had changed its legal status to the
European Union (EU) and reaffirmed their goal of creating a single,
unified market that would, at 372.6 million people, be the largest in
the developed world. The notion is to create a union through which
goods, people, and capital could move freely. A second component of
the EU is the creation of a single currency to replace each of the
member countries' domestic currencies. In preparation for the creation
of this currency, to be called the Euro, the Exchange Rate Mechanism
(ERM) was established to keep the various national currencies with a
pre-specified value relative to each other. In 1999 there is planned
the establishment of the Economic and Monetary Union (EMU), as set
forth by the Maastricht Treaty. At this point the Euro will be
introduced and those countries which both qualify and desire to join
will join. Beyond 1999 there will be opportunities for new countries
to join the EMU.     
   1. Austria, Belgium, Denmark, Finland, France, Germany, Greece,
Iceland, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal,
Spain, Sweden, Switzerland, Turkey, United Kingdom.    
   2. Albania, Bulgaria, Croatia, Czech Republic, Estonia, Hungary,
Latvia, Lithuania, Poland, Romania, Slovakia and Slovenia.    
   3. This average inflation rate includes the exceptionally high rate
in Turkey (86.0%). Without this outlier, inflation across the region
averaged 2.4%.    
   4. This average inflation rate includes the exceptionally high rate
in Bulgaria (125.0%). Without this outlier, inflation across the
region averaged 17.0%.    
   The year 1997 is significant for members of the EU as it is the
initial reference year for evaluating debt levels and deficits within
the criteria set forth by the Maastricht treaty. Specifically, the
Maastricht criteria includes, amongst other indicators, an inflation
rate below 3.3%, a public debt below 60% of GDP, and a deficit of 3%
or less of GDP. Failure to meet the Maastricht levels could delay the
realization of EMU by 1999. Many political battles are currently being
waged over the issue of how much debt and deficit reducing policies
should be undertaken. Pressure to increase fiscal spending is strong,
particularly given the slow growth and high unemployment. Indeed,
unemployment rates, which range from 3.2% in Luxembourg to 22% in
Spain and which average 9.9%, are currently seen as the biggest
threats to EMU.     
   In 1996, the EU averaged a 6.85% inflation rate, a 75.98%
government debt, and a 3.62% budget deficit. Only three countries meet
the necessary debt levels, four countries meet the required deficit
levels, and only 1 meets both (Luxembourg). Broadly speaking, the
success of left of center parties in recent elections in various
countries is a signal that citizens and at least some politicians are
now more hesitant to move rapidly toward EMU.    
   Many foreign and domestic firms are establishing themselves or
increasing their activity in Europe in anticipation of the unified
single market. Clear, confident signals of what a diverse,
multi-industrial, unified market under a single currency could look
like have been the impetus for increases in market activity, corporate
development and mergers and acquisitions. A successful EMU could prove
be an engine for sustained growth.      
   Nevertheless, much discussion of liberalizing the Maastricht
criteria is coming about as 1999 approaches and the prospects of
achieving a successful implementation of the EMU is seen by many as
slim. Should this happen, the political ramifications and the strength
of the EMU would become unpredictable, as many politicians have staked
their credibility on meeting the EMU deadline.    
   In the meantime, the expansion of the EU to include other countries
in western and Eastern Europe serves as a strong political impetus for
many governments to employ tight fiscal and monetary policies.
Particularly for the eastern European countries, aspirations to join
the EU are likely to push governments to act decisively. At the same
time, there could become an increasingly obvious gap between rich and
poor both within the aspiring countries and also between those
countries who are close to meeting membership criteria and those who
are not. Realigning traditional alliances could result in altering
trading relationships and potentially provoking divisive
socio-economic splits.    
   The economies of the east are embarking on the transition from
communism at different paces with appropriately different
characteristics. War torn Croatia's economy crossed firmly into
positive growth levels for the first time since it split from
Yugoslavia while the rapidly developing Polish and Czech economies
continued their strong advance, responded to rising levels of
investment, domestic consumption, exchange rate stability, and export
growth. To be sure, one country's recipe for success is unique from
all other countries. Inflation and unemployment levels differ widely,
and the search for a `transition strategy' remains confined to the
dictates of local conditions.    
   In some countries, such as Albania and Romania, political events
and policy failures severely hindered economic recovery.  In others,
such as Serbia, extreme political events prevent the gathering of
accurate macroeconomic data. Politically, what separates these
countries from the rest is not that they have relied on the leadership
of former communists, but that these politicians have continued to
reject the libertarian economic principles that their counterparts in
other eastern countries have been implementing. Part of this rejection
includes the failure to establish an effective and legitimate legal
infrastructure. This position isolates these countries from both the
west and their multinational organizations.      
   For the more developed eastern economies, partnership with western
institutions such as the EU and NATO serve as incentives to balance
the demands of the citizens with fiscal austerity. As relationships
develop and confidence rises, investment in these economies increases.
In the east established stock markets now exist in Bulgaria, Croatia,
Czech Republic, Hungary, Poland, Slovenia and Slovakia.   Over 330
firms are listed on the various exchanges, and in 1996 total market
capitalization was $38.3 billion. This represents an average increase
of 193% over 1995.  Trading value turnover in 1996 went up 287% on
average.      
   Strong sectors for these economies are mostly industrial such as
automotives and machinery. Also strong are manufacturing sectors,
chemicals and pharmaceuticals. Service industries are not extensively
developed, but financial services are increasing. Natural resources,
particularly oil and minerals, are weak.    
   As this region continues to develop, it is possible that the
massive drops in output that followed the collapse of the Soviet Union
are well behind and that for many economies a significant corner has
been turned toward positive growth. Economies, which work to tie their
future to an integrated, global economy, are likely to continue to
receive the aid and investment from the west that has helped bring
them along so far. Still, the key component of a successful transition
for all of these countries is political commitment to support the
civil institutions that will ultimately replace the monolithic welfare
state. With 113 million people, diverse industry and an well-educated
work force, Eastern Europe is a promising market.     
       
   REAL GDP ANNUAL RATE OF GROWTH (ANNUAL % CHANGE)    
    1996    
   Denmark                 1.8%       
 
   France                  0.9%       
 
   Germany                 1.3%       
 
   Italy                   0.8%       
 
   Netherlands             2.2%       
 
   Spain                   2.1%       
 
   Switzerland             0.0%       
 
   United Kingdom          2.2%       
 
       
   Source: The Economist. The LGT Guide to World Equity Markets
1997.    
       
   For national stock market index performance, please see the section
on Performance beginning on page p. 52.    
SPECIAL CONSIDERATIONS AFFECTING AFRICA
   Africa is a highly diverse and politically unstable continent of
over 50 countries and 720 million people. Much of this region has been
beset by civil wars, coups and even genocidal warfare in recent years.
Nevertheless, it is home to an abundance of natural resources,
including natural gas, aluminum, crude oil, copper, iron, bauxite,
cotton, diamonds and timber. Wealthier countries generally have strong
connections to European partners, and evidence of these relationships
is seen in the growing market capitalization and foreign investment.
Economic performance is closely tied to world commodity markets,
particularly oil, and also to agricultural conditions, such as
drought.    
   Five African countries are among the 20 FASTEST GROWING IN THE
WORLD (UGANDA, IVORY COAST, BOTSWANA, ANGOLA AND ZIMBABWE) CONFIRM EIU
1995, with GDP growth rates ranging from 5.5% to 6.0%. One country,
Libya, experienced (-4.0%) negative growth.    
   Several African countries in the north have substantial oil
reserves and accordingly their economies react strongly to world oil
prices. They share a regional and sometimes religious identification
with the oil producing nations of the Middle East and can be strongly
affected by political and economic developments in those countries. As
in the south, weather conditions also have a strong impact on many of
their natural resources, and, as was the case in 1995, severe drought
can adversely effect economic growth.    
   Ten African countries have active equity markets (Botswana, Egypt,
Ghana, Kenya, Morocco, Nigeria, South Africa, Tunisia, Zambia, and
Zimbabwe). The oldest market, in Egypt, was established in 1883, while
the youngest, in Zambia, was established in 1994. Four additional
markets have been established since 1989, and the mean age for all
equity markets is 40 years old. A total of 1,697 firms are listed on
the respective exchanges. Total market capitalization for these
countries in 1996 was 280 billion, an average increase of 63% over
1995 levels.    
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed
on behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to
the sub-advisers (see the section entitled "Management Contracts"),
the sub-advisers are authorized to place orders for the purchase and
sale of portfolio securities, and will do so in accordance with the
policies described below. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for
which it or its affiliates act as investment adviser. In selecting
broker-dealers, subject to applicable limitations of the federal
securities laws, FMR considers various relevant factors, including,
but not limited to: the size and type of the transaction; the nature
and character of the markets for the security to be purchased or sold;
the execution efficiency, settlement capability, and financial
condition of the broker-dealer firm; the broker-dealer's execution
services rendered on a continuing basis; the reasonableness of any
commissions; and for equity funds arrangements for payment of fund
expenses. Generally, commissions for investments traded on foreign
exchanges will be higher than for investments traded on U.S. exchanges
and may not be subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts
over which FMR or its affiliates exercise investment discretion. Such
services may include advice concerning the value of securities; the
advisability of investing in, purchasing, or selling securities; and
the availability of securities or the purchasers or sellers of
securities. In addition, such broker-dealers may furnish analyses and
reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; effect
securities transactions, and perform functions incidental thereto
(such as clearance and settlement). The selection of such
broker-dealers generally is made by FMR (to the extent possible
consistent with execution considerations) in accordance with a ranking
of broker-dealers determined periodically by FMR's investment staff
(for equity funds), and is based upon the quality of research and
execution services provided.
The receipt of research from broker-dealers that execute transactions
on behalf of the funds may be useful to FMR in rendering investment
management services to the funds or its other clients, and conversely,
such research provided by broker-dealers who have executed transaction
orders on behalf of other FMR clients may be useful to FMR in carrying
out its obligations to the funds. The receipt of such research has not
reduced FMR's normal independent research activities; however, it
enables FMR to avoid the additional expenses that could be incurred if
FMR tried to develop comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause a fund to pay such higher commissions, FMR
must determine in good faith that such commissions are reasonable in
relation to the value of the brokerage and research services provided
by such executing broker-dealers, viewed in terms of a particular
transaction or FMR's overall responsibilities to the funds and its
other clients. In reaching this determination, FMR will not attempt to
place a specific dollar value on the brokerage and research services
provided, or to determine what portion of the compensation should be
related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided
assistance in the distribution of shares of the funds or shares of
other Fidelity funds to the extent permitted by law. FMR may use
research services provided by and place agency transactions with
National Financial Services Corporation (NFSC) and Fidelity Brokerage
Services (FBS), indirect subsidiaries of FMR Corp., if the commissions
are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name
Fidelity Brokerage Services Limited (FBSL). As of January 1995, FBSL
was converted to an unlimited liability company and assumed the name
FBS. 
FMR may allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer
allocates a portion of the commissions paid by each fund toward
payment of the fund's expenses, such as transfer agent fees or
custodian fees. The transaction quality must, however, be comparable
to those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for accounts which they or their affiliates manage, unless certain
requirements are satisfied. Pursuant to such requirements, the Board
of Trustees has authorized NFSC to execute portfolio transactions on
national securities exchanges in accordance with approved procedures
and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the funds and review the commissions paid by
each fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.
For the fiscal periods ended 199   6     and 199   7    ,
respectively, each fund's portfolio turnover rates are shown in the
chart below. Because a high turnover rate increases transaction costs
and may increase taxable gains, FMR carefully weighs the anticipated
benefits of short-term investing against these consequences. An
increased turnover rate may be due to a greater volume of shareholder
purchase    orders,     short-term interest rate volatility   ,    
and other special market conditions.
 
<TABLE>
<CAPTION>
<S>                                         <C>                    <C>           <C>              
FUND                                        FISCAL PERIOD ENDED    1996          1997             
 
TechnoQuant Growth                          November 30                              **           
 
   International Capital Appreciation          October 31              N/A           <200%*       
 
Overseas                                    October 31                                            
 
Mid Cap                                     November 30                                           
 
Equity Growth                               November 30                                           
 
Growth Opportunities                        November 30   +                                       
 
Strategic Opportunities                     November 30   ++                                      
 
Large Cap                                   November 30                                           
 
Growth & Income                             November 30                              **           
 
Equity Income                               November 30                                           
 
Balanced                                    October 31                                            
 
Emerging Markets Income                     December 31                                           
 
High Yield                                  October 31                                            
 
Strategic Income                            December 31                                           
 
FUND                                        FISCAL PERIOD ENDED    1996          1997             
 
Mortgage Securities                         October 31   +++                                      
 
Government Investment                       October 31                                            
 
Intermediate Bond                           November 30                                           
 
Short Fixed-Income                          October 31                                            
 
Municipal Income                            October 31                                            
 
Municipal Bond                              December 31                                           
 
Intermediate Municipal Income               November 30                                           
 
Short-Intermediate Municipal Income         November 30                                           
 
</TABLE>
 
   *  Estimated 1998 turnover rate    
   **  Annualized    
   +  As of ______________, 1997, the fiscal year end for Growth
Opportunities changed from October 31 to November 30.    
   ++  As of ______________, 1997, the fiscal year end for Strategic
Opportunities changed from December 31 to November 30.    
   +++  As of ______________, 1997, the fiscal year end for Mortgage
Securities changed from July 31 to October 31.    
   For Mortgage Securities, the investment activities described herein
are likely to result in the fund engaging in a considerable amount of
trading of securities held for less than one year. Accordingly, it can
be expected that the fund will have a higher turnover rate, and thus a
higher incidence of short-term capital gains taxable as ordinary
income, than might be expected from investment companies that invest
substantially all of their funds on a long-term basis.    
The following tables show the brokerage commissions paid by
   TechnoQuant Growth,     Overseas, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap,    Growth & Income,
    Equity Income, Balanced, Emerging Markets Income, High Yield, and
Strategic Income. The first table shows the total amount of brokerage
commissions paid by each fund and the total amount of brokerage
commissions paid to NFSC and FBS (formerly FBSL) for the past three
fiscal years. The second table shows the percentage of aggregate
brokerage commissions paid to and the percentage of the aggregate
dollar amount of transactions for which    a     fund paid brokerage
commissions effected through NFSC and FBS for the fiscal year ended
1997. The third table shows the amount of brokerage commissions paid
to firms providing research and the approximate dollar amount of the
transactions on which brokerage commissions were paid for the fiscal
year ended 1997. Each of these funds pays both commissions and spreads
in connection with the placement of portfolio transactions; NFSC and
FBS are paid on a commission basis. The difference between the
percentage of brokerage commissions paid to and the percentage of the
dollar amount of transactions effected through NFSC is a result of the
low commission rates charged by NFSC. The other funds paid no
brokerage commissions for the fiscal years ended 1995 through 1997.
 
<TABLE>
<CAPTION>
<S>                                    <C>                     <C>                  <C>              <C>             
                                       FISCAL PERIOD           TOTAL                TO NFSC          TO FBS          
                                       ENDED                   AMOUNT PAID                                           
 
   TECHNOQUANT GROWTH                     November 30                                                                
 
   1997                                                                                                              
 
   1996+                                                                                                             
 
OVERSEAS                               October 31                                                                    
 
1997                                                                                                                 
 
1996                                                                                                                 
 
1995                                                                                                                 
 
MID CAP                                November 30                                                                   
 
1997                                                                                                                 
 
   1996+++                                                                                                           
 
EQUITY GROWTH                          November 30                                                                   
 
1997                                                                                                                 
 
1996                                                                                                                 
 
1995                                                                                                                 
 
GROWTH OPPORTUNITIES                   November 30                                                                   
 
11/1/97-11/30/97                                                                                                     
 
11/1/96-10/31/97                                                                                                     
 
   1996*                                                                                                             
 
   1995*                                                                                                             
 
                                          FISCAL PERIOD
          TOTAL
               TO NFSC          TO FBS       
                                          ENDED                   AMOUNT PAID                                        
 
STRATEGIC OPPORTUNITIES                November 30                                                                   
 
1/1/97-11/30/97                                                                                                      
 
   1996**                                                                                                            
 
   1995**                                                                                                            
 
LARGE CAP                              November 30                                                                   
 
1997                                                                                                                 
 
   1996+++                                                                                                           
 
   GROWTH & INCOME                        November 30                                                                
 
   1997                                                                                                              
 
   1996+                                                                                                             
 
EQUITY INCOME                          November 30                                                                   
 
1997                                                                                                                 
 
1996                                                                                                                 
 
1995                                                                                                                 
 
BALANCED                               October 31                                                                    
 
1997                                                                                                                 
 
1996                                                                                                                 
 
1995                                                                                                                 
 
EMERGING MARKETS INCOME                December 31                                                                   
 
1997                                                                                                                 
 
1996                                                                                                                 
 
1995                                                                                                                 
 
HIGH YIELD                             October 31                                                                    
 
1997                                                                                                                 
 
1996                                                                                                                 
 
1995                                                                                                                 
 
STRATEGIC INCOME                       December 31                                                                   
 
1997                                                                                                                 
 
1996                                                                                                                 
 
1995                                                                                                                 
 
   MORTGAGE SECURITIES                    October 31                                                                 
 
   8/1/97 - 10/31/97                                                                                                 
 
   8/1/96 - 7/31/97                                                                                                  
 
   1996                                                                                                              
 
   1995                                                                                                              
 
   GOVERNMENT INVESTMENT                  October 31                                                                 
 
   1997                                                                                                              
 
   1996                                                                                                              
 
   1995                                                                                                              
 
   INTERMEDIATE BOND                      November 30                                                                
 
   1997                                                                                                              
 
   1996                                                                                                              
 
   1995                                                                                                              
 
   SHORT-FIXED INCOME                     October 31                                                                 
 
   1997                                                                                                              
 
   1996                                                                                                              
 
   1995                                                                                                              
 
   MUNICIPAL INCOME                       October 31                                                                 
 
   1997                                                                                                              
 
   1996                                                                                                              
 
   1995                                                                                                              
 
                                          FISCAL PERIOD
          TOTAL
               TO NFSC          TO FBS       
                                          ENDED                   AMOUNT PAID                                        
 
   MUNICIPAL BOND                         December 31                                                                
 
   1997                                                                                                              
 
   1996                                                                                                              
 
   1995                                                                                                              
 
   INTERMEDIATE MUNICIPAL INCOME          November 30                                                                
 
   1997                                                                                                              
 
   1996                                                                                                              
 
   1995                                                                                                              
 
   SHORT-INTERMEDIATE INCOME              November 30                                                                
 
   1997                                                                                                              
 
   1996                                                                                                              
 
   1995                                                                                                              
 
</TABLE>
 
   *  Fiscal year ended October 31    
   **  Fiscal year ended December 31    
   +  TechnoQuant Growth and Growth & Income commenced operations on
December 31, 1996    
   ++  International Capital Appreciation commenced operations on
November 3, 1997    
   +++  Large Cap and Mid Cap commenced operations on February 20,
1996    
 
<TABLE>
<CAPTION>
<S>                         <C>                    <C>            <C>                <C>           <C>                 
                            FISCAL PERIOD          % OF           % OF               % OF          % OF                
                            ENDED 1997             COMMISSIONS    TRANSACTIONS       COMMISSIONS   TRANSACTIONS        
                                                   PAID TO NFSC   EFFECTED THROUGH   PAID TO FBS   EFFECTED THROUGH    
                                                                  NFSC                             FBS                 
 
   TECHNOQUANT GROWTH          November 30             %              %                  %             %               
 
OVERSEAS                    October 31                 %              %                  %             %               
 
MID CAP                     November 30                %              %                  %             %               
 
EQUITY GROWTH               November 30                %              %                  %             %               
 
GROWTH OPPORTUNITIES        November 30   *            %              %                  %             %               
 
                               October 31**            %              %                  %             %               
 
STRATEGIC OPPORTUNITIES        November 30++           %              %                  %             %               
 
LARGE CAP                   November 30                %              %                  %             %               
 
   GROWTH & INCOME             November 30             %              %                  %             %               
 
EQUITY INCOME               November 30                %              %                  %             %               
 
BALANCED                    October 31                 %              %                  %             %               
 
EMERGING MARKETS INCOME     December 31                %              %                  %             %               
 
HIGH YIELD                  October 31                 %              %                  %             %               
 
STRATEGIC INCOME            December 31                %              %                  %             %               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                         <C>                     <C>                            <C>                             
                            FISCAL PERIOD           AMOUNT PAID TO FIRMS           TOTAL AMOUNT OF                 
                            ENDED 1997              PROVIDING RESEARCH   +         TRANSACTIONS ON WHICH           
                                                                                   COMMISSIONS WERE PAID           
 
   TECHNOQUANT GROWTH          November 30              $                             $                            
 
OVERSEAS                    October 31                                                                             
 
MID CAP                     November 30                                                                            
 
EQUITY GROWTH               November 30                                                                            
 
GROWTH OPPORTUNITIES        November 30   *                                                                        
 
                               October 31**                                                                        
 
STRATEGIC OPPORTUNITIES     November 30   ***                                                                      
 
LARGE CAP                   November 30                                                                            
 
   GROWTH & INCOME             November 30                                                                         
 
EQUITY INCOME               November 30                                                                            
 
BALANCED                    October 31                                                                             
 
EMERGING MARKETS INCOME     December 31                                                                            
 
                               FISCAL PERIOD
          AMOUNT PAID TO FIRMS           TOTAL AMOUNT OF              
                               ENDED 1997              PROVIDING RESEARCH+            TRANSACTIONS ON WHICH        
                                                                                      COMMISSIONS WERE PAID        
 
HIGH YIELD                  October 31                 $                              $                            
 
STRATEGIC INCOME            December 31                                                                            
 
</TABLE>
 
   +      The provision of research services was not necessarily a
factor in the placement of all this business with such firms.
   ++  Period of January 1, 1997 through November 30, 1997    
   *  Period of November 1, 1997 through November 30, 1997    
   **  Period of November 1, 1996 through October 31, 1997    
From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
each fund to seek such recapture.
Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR, investment decisions for
each fund are made independently from those of other funds managed by
FMR or accounts managed by FMR affiliates. It sometimes happens that
the same security is held in the portfolio of more than one of these
funds or accounts. Simultaneous transactions are inevitable when
several funds and accounts are managed by the same investment adviser,
particularly when the same security is suitable for the investment
objective of more than one fund or account.
When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION
FSC normally determines each class's net asset value per share (NAV)
as of the close of the New York Stock Exchange (NYSE) (normally 4:00
p.m. Eastern time). The valuation of portfolio securities is
determined as of this time for the purpose of computing each class's
NAV.
GROWTH AND GROWTH & INCOME FUNDS. Portfolio securities are valued by
various methods depending on the primary market or exchange on which
they trade. Most equity securities for which the primary market is the
United States are valued at last sale price or, if no sale has
occurred, at the closing bid price. Most equity securities for which
the primary market is outside the United States are valued using the
official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local
exchange) is unavailable, the last evaluated quote or last bid price
normally is used.    Securities of other open-end investment companies
are valued at their respective NAVs.    
Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. Or, fixed-income securities and convertible securities may be
valued on the basis of information furnished by a pricing service that
uses a valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. Use of pricing
services has been approved by the Board of Trustees. A number of
pricing services are available, and the funds may use various pricing
services or discontinue the use of any pricing service. 
Futures contracts and options are valued on the basis of market
quotations, if available.    Securities of other open-ended investment
companies are valued at their respective NAVs.    
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the
close of the NYSE using the last quoted price on the local currency
and then translates the value of foreign securities from their local
currencies into U.S. dollars. Any changes in the value of forward
contracts due to exchange rate fluctuations and days to maturity are
included in the calculation of NAV. If an extraordinary event that is
expected to materially affect the value of a portfolio security occurs
after the close of an exchange on which that security is traded, then
that security will be valued as determined in good faith by a
committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value. In addition, securities and other assets for which
there is no readily available market value may be valued in good faith
by a committee appointed by the Board of Trustees. The procedures set
forth above need not be used to determine the value of the securities
owned by a fund if, in the opinion of a committee appointed by the
Board of Trustees, some other method would more accurately reflect the
fair market value of such securities.
TAXABLE BOND FUNDS. Portfolio securities are valued by various methods
depending on the primary market or exchange on which they trade.
Fixed-income securities and other assets for which market quotations
are readily available may be valued at market values determined by
such securities' most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which they normally
are traded, as furnished by recognized dealers in such securities or
assets. 
Or, fixed-income securities and convertible securities may be valued
on the basis of information furnished by a pricing service that uses a
valuation matrix which incorporates both dealer-supplied valuations
and electronic data processing techniques. Use of pricing services has
been approved by the Board of Trustees. A number of pricing services
are available, and the funds may use various pricing services or
discontinue the use of any pricing service.
Most equity securities for which the primary market is the United
States are valued at last sale price or, if no sale has occurred, at
the closing bid price. Most equity securities for which the primary
market is outside the United States are valued using the official
closing price or the last sale price in the principal market in which
they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or last bid price normally is
used.
Futures contracts and options are valued on the basis of market
quotations, if available.    Securities of other opened investment
companies are valued at their respective NAVs.    
Foreign securities are valued based on prices furnished by independent
brokers or quotation services which express the value of securities in
their local currency. FSC gathers all exchange rates daily at the
close of the NYSE using the last quoted price on the local currency
and then translates the value of foreign securities from their local
currencies into U.S. dollars. Any changes in the value of forward
contracts due to exchange rate fluctuations and days to maturity are
included in the calculation of NAV. If an extraordinary event that is
expected to materially affect the value of a portfolio security occurs
after the close of an exchange on which that security is traded, then
that security will be valued as determined in good faith by a
committee appointed by the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which market quotations and information furnished by a pricing
service are not readily available are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value. In addition, securities and other assets for which
there is no readily available market value may be valued in good faith
by a committee appointed by the Board of Trustees. The procedures set
forth above need not be used to determine the value of the securities
owned by a fund if, in the opinion of a committee appointed by the
Board of Trustees, some other method would more accurately reflect the
fair market value of such securities.
MUNICIPAL BOND FUNDS. Portfolio securities are valued by various
methods. If quotations are not available, fixed-income securities are
usually valued on the basis of information furnished by a pricing
service that uses a valuation matrix which incorporates both
dealer-supplied valuations and electronic data processing techniques.
Use of pricing services has been approved by the Board of Trustees. A
number of pricing services are available, and the funds may use
various pricing services or discontinue the use of any pricing
service. 
Futures contracts and options are valued on the basis of market
quotations, if available.    Securities of other open-ended investment
companies valued at their respective NAVs.    
Securities and other assets for which there is no readily available
market value are valued in good faith by a committee appointed by the
Board of Trustees. The procedures set forth above need not be used to
determine the value of the securities owned by a fund if, in the
opinion of a committee appointed by the Board of Trustees, some other
method would more accurately reflect the fair market value of such
securities.
PERFORMANCE
Each class of shares may quote performance in various ways. All
performance information supplied by the funds in advertising is
historical and is not intended to indicate future returns. Share
price, yield, and total return fluctuate in response to market
conditions and other factors, and the value of shares when redeemed
may be more or less than their original cost.
YIELD CALCULATIONS. Yields for a class are computed by dividing the
class's pro rata share of the applicable interest and dividend income,
if any, for a given 30-day or one-month period, net of expenses, by
the average number of shares of that class entitled to receive
distributions during the period, dividing this figure by the class's
net asset value (NAV) or offering price, as appropriate, at the end of
the period, and annualizing the result (assuming compounding of
income) in order to arrive at an annual percentage rate. Income is
calculated for purposes of yield quotations in accordance with
standardized methods applicable to all stock and bond funds. Dividends
from equity investments are treated as if they were accrued on a daily
basis, solely for the purposes of yield calculations. In general,
interest income is reduced with respect to bonds trading at a premium
over their par value by subtracting a portion of the premium from
income on a daily basis, and is increased with respect to bonds
trading at a discount by adding a portion of the discount to daily
income. For a fund's investments denominated in foreign currencies,
income and expenses are calculated first in their respective
currencies, and are then converted to U.S. dollars, either when they
are actually converted or at the end of the 30-day or one month
period, whichever is earlier. Capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations. Income is adjusted to reflect gains and
losses from principal repayments received by a fund with respect to
mortgage-related securities and other asset-backed securities. Other
capital gains and losses generally are excluded from the calculation.
Income calculated for the purposes of calculating a class's yield
differs from income as determined for other accounting purposes.
Because of the different accounting methods used, and because of the
compounding of income assumed in yield calculations, a class's yield
may not equal its distribution rate, the income paid to your account,
or the income reported in the fund's financial statements.
In calculating a class's yield, a fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in
order to reflect the risk premium on that security. This practice will
have the effect of reducing a class's yield.
Yield information may be useful in reviewing a class's performance and
in providing a basis for comparison with other investment
alternatives. However, each class's yield fluctuates, unlike
investments that pay a fixed interest rate over a stated period of
time. When comparing investment alternatives, investors should also
note the quality and maturity of the portfolio securities of
respective investment companies they have chosen to consider.
Investors should recognize that in periods of declining interest
rates, a class's yield will tend to be somewhat higher than prevailing
market rates, and in periods of rising interest rates, the class's
yield will tend to be somewhat lower. Also, when interest rates are
falling, the inflow of net new money to a fund from the continuous
sale of its shares will likely be invested in instruments producing
lower yields than the balance of the fund's holdings, thereby reducing
the class's current yield. In periods of rising interest rates, the
opposite can be expected to occur.
A class's tax-equivalent yield is the rate an investor would have to
earn from a fully taxable investment before taxes to equal the class's
tax-free yield. Tax-equivalent yields are calculated by dividing a
class's yield by the result of one minus a stated federal income tax
rate. If only a portion of a class's yield is tax-exempt, only that
portion is adjusted in the calculation.
The following table        show   s     the effect of a shareholder's
tax status on effective yield under federal income tax laws for
199   8    .    It     shows the approximate yield a taxable security
must provide at various income brackets to produce after-tax yields
equivalent to those of hypothetical tax-exempt obligations yielding
from 2.00% to 8.00%. Of course, no assurance can be given that a class
will achieve any specific tax-exempt yield. While the municipal funds
invest principally in obligations whose interest is exempt from
federal income tax, other income received by the funds may be
taxable   .    
199   8     TAX RATES AND TAX-EQUIVALENT YIELDS
 
<TABLE>
<CAPTION>
<S>   <C>   <C>   <C>                                  <C>     <C>     <C>     <C>     <C>     <C>     
                  If individual tax-exempt yield is:                                                   
 
                  2.00%                                3.00%   4.00%   5.00%   6.00%   7.00%   8.00%   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>               <C>            <C>        <C>                                 <C>   <C>   <C>   <C>   <C>   <C>   
Taxable Income*                  Federal                                                                            
                                 Marginal                                                                           
 
Single Return     Joint Return   Rate**     Then taxable equivalent yield is:                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>         <C>           <C>         <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>     
 
$ 0 -         $ 24,650    $ 0 -         $ 41,200     15.0%    2.35%    3.53%    4.71%    5.88%    7.06%    8.24%     9.41%  
 
 
$ 24,651 -    $ 59,750    $ 41,201 -    $ 99,600     28.0%    2.78%    4.17%    5.56%    6.94%    8.33%    9.72%     11.11% 
 
 
$ 59,751 -    $ 124,650   $ 99,601 -    $ 151,750    31.0%    2.90%    4.35%    5.80%    7.25%    8.70%    10.14%    11.59% 
 
 
$ 124,651 -   $ 271,050   $ 151,751 -   $ 271,050    36.0%    3.13%    4.69%    6.25%    7.81%    9.38%    10.94%    12.50% 
 
 
$ 271,051 -   +           $ 271,051 -   +            39.6%    3.31%    4.97%    6.62%    8.28%    9.93%    11.59%    13.25% 
 
 
</TABLE>
 
* Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions,
limitations on itemized deductions, and other credits, exclusions, and
adjustments which may increase a taxpayer's marginal tax rate. An
increase in a shareholder's marginal tax rate would increase that
shareholder's tax-equivalent yield.
A federally tax-exempt fund may invest a portion of its assets in
obligations that are subject to federal income tax. When a fund
invests in these obligations, its tax-equivalent yields will be lower.
In the table above, tax-equivalent yields are calculated assuming
investments are 100% federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of a class's return, including the effect of reinvesting
dividends and capital gain distributions, and any change in a class's
NAV over a stated period. Average annual total returns are calculated
by determining the growth or decline in value of a hypothetical
historical investment in a class over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had
been constant over the period. For example, a cumulative total return
of 100% over ten years would produce an average annual total return of
7.18%, which is the steady annual rate of return that would equal 100%
growth on a compounded basis in ten years. Average annual total
returns covering periods of less than one year are calculated by
determining a class's total return for the period, extending that
return for a full year (assuming that return remains constant over the
year), and quoting the result as an annual return. While average
annual total returns are a convenient means of comparing investment
alternatives, investors should realize that a class's performance is
not constant over time, but changes from year to year, and that
average annual total returns represent averaged figures as opposed to
the actual year-to-year performance of the class.
In addition to average annual total returns, a class may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and
cumulative total returns may be quoted as a percentage or as a dollar
amount, and may be calculated for a single investment, a series of
investments, or a series of redemptions, over any time period. Total
returns may be broken down into their components of income and capital
(including capital gains and changes in share price) in order to
illustrate the relationship of these factors and their contributions
to total return. Total returns may be quoted on a before-tax or
after-tax basis and may be quoted with or without taking a class's
maximum sales charge into account. Excluding a class's sales charge
from a total return calculation produces a higher total return figure.
Total returns, yields, and other performance information may be quoted
numerically or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using a class's NAVs, adjusted
NAVs, and benchmark indices may be used to exhibit performance. An
adjusted NAV includes any distributions paid and reflects all elements
of its return. Unless otherwise indicated, a class's adjusted NAVs are
not adjusted for sales charges, if any.
MOVING AVERAGES. A growth or growth and income fund may illustrate
performance using moving averages. A long-term moving average is the
average of each week's adjusted closing NAV for a specified period. A
short-term moving average is the average of each day's adjusted
closing NAV for a specified period. Moving Average Activity Indicators
combine adjusted closing NAVs from the last business day of each week
with moving averages for a specified period to produce indicators
showing when a NAV has crossed, stayed above, or stayed below its
moving average. 
The 13-week and 39-week long-term moving averages are shown below:*
FUND   AS OF   13-WEEK   39-WEEK   
 
 
<TABLE>
<CAPTION>
<S>                                            <C>               <C>       <C>       
   TechnoQuant Growth - Class A                   12/__/97                           
 
   TechnoQuant Growth - Class T                   12/__/97                           
 
   TechnoQuant Growth - Class B                   12/__/97                           
 
   TechnoQuant Growth - Class C                   12/__/97                           
 
   TechnoQuant Growth - Institutional             12/__/97                           
 
Overseas - Class A                             10/__/97                              
 
Overseas - Class T                             10/__/97                              
 
Overseas - Class B                             10/__/97                              
 
   Overseas - Class C                             10/__/97                           
 
Overseas - Institutional                       10/__/97                              
 
Mid Cap - Class A                              11/__/97                              
 
Mid Cap - Class T                              11/__/97                              
 
Mid Cap - Class B                              11/__/97                              
 
   Mid Cap - Class C                              11/__/97                           
 
Mid Cap - Institutional                        11/__/97                              
 
Equity Growth - Class A                        11/__/97                              
 
Equity Growth - Class T                        11/__/97                              
 
Equity Growth - Class B                        11/__/97                              
 
   Equity Growth - Class C                        11/__/97                           
 
Equity Growth - Institutional                  11/__/97                              
 
Growth Opportunities - Class A                 11/__/97                              
 
Growth Opportunities - Class T                 11/__/97                              
 
Growth Opportunities - Class B                 11/__/97                              
 
   Growth Opportunities - Class C                 11/__/97                           
 
Growth Opportunities - Institutional           11/__/97                              
 
Strategic Opportunities - Class A              11/__/97                              
 
Strategic Opportunities - Class T              11/__/97                              
 
Strategic Opportunities - Class B              11/__/97                              
 
Strategic Opportunities - Institutional        11/__/97                              
 
Strategic Opportunities - Initial              11/__/97                              
 
Large Cap - Class A                            11/__/97                              
 
Large Cap - Class T                            11/__/97                              
 
Large Cap - Class B                            11/__/97                              
 
   Large Cap - Class C                            11/__/97                           
 
Large Cap - Institutional                      11/__/97                              
 
Growth & Income - Class A                      12/__/97                              
 
Growth & Income - Class T                      12/__/97                              
 
Growth & Income - Class B                      12/__/97                              
 
   Growth & Income - Class C                      12/__/97                           
 
   Growth & Income - Institutional Class          12/__/97                           
 
Equity Income - Class A                        11/__/97                              
 
Equity Income - Class T                        11/__/97                              
 
Equity Income - Class B                        11/__/97                              
 
   Equity Income - Class C                        11/__/97                           
 
Equity Income - Institutional                  11/__/97                              
 
Balanced - Class A                             10/__/97                              
 
Balanced - Class T                             10/__/97                              
 
Balanced - Class B                             10/__/97                              
 
   Balanced - Class C                             10/__/97                           
 
Balanced - Institutional                       10/__/97                              
 
FUND                                           AS OF             13-WEEK   39-WEEK   
 
Emerging Markets Income - Class A              12/__/97                              
 
Emerging Markets Income - Class T              12/__/97                              
 
Emerging Markets Income - Class B              12/__/97                              
 
   Emerging Markets Income - Class C              12/__/97                           
 
Emerging Markets Income - Institutional        12/__/97                              
 
High Yield - Class A                           10/__/97                              
 
High Yield - Class T                           10/__/97                              
 
High Yield - Class B                           10/__/97                              
 
   High Yield - Class C                           10/__/97                           
 
High Yield - Institutional                     10/__/97                              
 
Strategic Income - Class A                     12/__/97                              
 
Strategic Income - Class T                     12/__/97                              
 
Strategic Income - Class B                     12/__/97                              
 
   Strategic Income - Class C                     12/__/97                           
 
Strategic Income - Institutional               12/__/97                              
 
</TABLE>
 
* Moving averages are shown for those classes that had commenced
operations prior to January 1, 199   8    .
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 5.75% for TechnoQuant Growth, International Capital
Appreciation Fund, Overseas, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income,
Equity Income, and Balanced (the Equity Funds); 4.75% for Emerging
Markets Income, High Yield, Strategic Income, Mortgage Securities,
Government Investment, and Municipal Income (the Bond Funds); 3.75%
for Intermediate Bond and Intermediate Municipal Income (the
Intermediate-Term Bond Funds); or 1.50% for Short Fixed-Income and
Short-Intermediate Municipal Income (the Short-Term Bond Funds). Class
A shares are also subject to a 12b-1 fee of 0.25% (Equity Funds), or
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 and the Bond Funds, 2.75% for the
Intermediate-Term Bond Funds, or 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),
or 0.15% (the Short-Term Bond Funds). Class B shares may be subject to
a contingent deferred sales charge (CDSC) upon redemption: maximum
CDSC of 5.00% for the Equity and the Bond Funds    or     a maximum
CDSC of 3.00% for the Intermediate-Term Bond Funds. Class B shares are
also subject to a 12b-1 fee of 1.00% (the Equity Funds) or 0.90% (the
Bonds Funds and the Intermediate-Term Bond Funds). Class C shares that
are redeemed within a year of purchase are subject to a CDSC of 1.00%
for all funds (except Strategic Opportunities, Mortgage Securities,
and Short   -Intermediate Municipal Income    ). Class C shares are
also subject to a 12b-1 fee of 1.00% for all funds (except Strategic
Opportunities, Mortgage Securities, and Short-Intermediate Municipal
Income). 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.
HISTORICAL BOND FUND RESULTS. The following tables show yields,
tax-equivalent yields (for municipal funds), and total returns for
each class of each bond fund for the fiscal year ended October 31,
November 30, December 31, as indicated below. The tax-equivalent yield
is based on a 36% federal income tax rate for each municipal fund.
Note that each municipal fund may invest in securities whose income is
subject to the federal alternative minimum tax.
      Average Annual Total   Cumulative Total   
      Returns1               Returns1           
 
 
<TABLE>
<CAPTION>
<S>                      <C>       <C>      <C>      <C>    <C>     <C>        <C>   <C>         <C>    <C>     <C>        
                         Fiscal    Yield2   Tax      One    Five    Ten              Past Six    One    Five    Ten        
                         Period             Equiva   Year   Years   Years/           Months      Year   Years   Years/     
                         Ended              lent                    Life of                                     Life of    
                                            Yield2                  Fund+                                       Fund+      
 
Emerging Markets         12/31                                                                                             
Income - Class A                                                                                                           
 
Emerging Markets                                                                                                           
Income - Class T                                                                                                           
 
Emerging Markets                                                                                                           
Income - Class B                                                                                                           
 
Emerging Markets                                                                                                           
Income - Class C                                                                                                           
 
Emerging Markets                                                                                                           
Income - Institutional                                                                                                     
 
High Yield - Class A     10/31                                                                                             
 
High Yield - Class T                                                                                                       
 
High Yield - Class B                                                                                                       
 
</TABLE>
 
      Average Annual Total   Cumulative Total   
      Returns1               Returns1           
 
 
<TABLE>
<CAPTION>
<S>   <C>       <C>      <C>      <C>    <C>     <C>        <C>   <C>         <C>    <C>     <C>        
      Fiscal    Yield2   Tax      One    Five    Ten              Past Six    One    Five    Ten        
      Period             Equiva   Year   Years   Years/           Months      Year   Years   Years/     
      Ended              lent                    Life of                                     Life of    
                         Yield2                  Fund+                                       Fund+      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                    <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
High Yield - Class C                                                                       
 
High Yield -                                                                               
Institutional                                                                              
 
Strategic Income -     12/31                                                               
Class A                                                                                    
 
Strategic Income -                                                                         
Class T                                                                                    
 
Strategic Income -                                                                         
Class B                                                                                    
 
Strategic Income -                                                                         
Class C                                                                                    
 
Strategic Income -                                                                         
Institutional                                                                              
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                      <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Mortgage Securities -    10/31                                                               
Class A                                                                                      
 
Mortgage Securities -                                                                        
Class T                                                                                      
 
Mortgage Securities -                                                                        
Class B                                                                                      
 
Mortgage Securities -                                                                        
Institutional                                                                                
 
Mortgage Securities -                                                                        
Initial                                                                                      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                    <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Government             10/31                                                               
Investment - Class A                                                                       
 
Government                                                                                 
Investment - Class T                                                                       
 
Government                                                                                 
Investment - Class B                                                                       
 
Government                                                                                 
Investment - Class C                                                                       
 
Government                                                                                 
Investment -                                                                               
Institutional                                                                              
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                    <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Intermediate Bond -    11/30                                                               
Class A                                                                                    
 
Intermediate Bond -                                                                        
Class T                                                                                    
 
Intermediate Bond -                                                                        
Class B                                                                                    
 
Intermediate Bond -                                                                        
Class C                                                                                    
 
Intermediate Bond -                                                                        
Institutional                                                                              
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Short Fixed-Income -    10/31                                                               
Class A                                                                                     
 
Short Fixed-Income -                                                                        
Class T                                                                                     
 
Short Fixed-Income -                                                                        
Class C                                                                                     
 
Short Fixed-Income -                                                                        
Institutional                                                                               
 
</TABLE>
 
      Average Annual Total   Cumulative Total   
      Returns1               Returns1           
 
 
<TABLE>
<CAPTION>
<S>   <C>       <C>      <C>      <C>    <C>     <C>        <C>   <C>         <C>    <C>     <C>        
      Fiscal    Yield2   Tax      One    Five    Ten              Past Six    One    Five    Ten        
      Period             Equiva   Year   Years   Years/           Months      Year   Years   Years/     
      Ended              lent                    Life of                                     Life of    
                         Yield2                  Fund+                                       Fund+      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Municipal Income -    10/31                                                               
Class A                                                                                   
 
Municipal Income -                                                                        
Class T                                                                                   
 
Municipal Income -                                                                        
Class B                                                                                   
 
Municipal Income -                                                                        
Class C                                                                                   
 
Municipal Income -                                                                        
Institutional                                                                             
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                 <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Municipal Bond -    12/31                                                               
Initial                                                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                       <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Intermediate Municipal    11/30                                                               
Income - Class A                                                                              
 
Intermediate Municipal                                                                        
Income - Class T                                                                              
 
Intermediate Municipal                                                                        
Income - Class B                                                                              
 
Intermediate Municipal                                                                        
Income - Class C                                                                              
 
Intermediate Municipal                                                                        
Income - Institutional                                                                        
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Short-Intermediate    11/30                                                               
Municipal Income -                                                                        
Class A                                                                                   
 
Short-Intermediate                                                                        
Municipal Income -                                                                        
Class T                                                                                   
 
Short-Intermediate                                                                        
Municipal Income -                                                                        
Institutional                                                                             
 
</TABLE>
 
+ Life of fund figures are from commencement of operations (March 10,
1994 for Emerging Markets Income; October 31, 1994 for Strategic
Income; March 16, 1994 for Short-Intermediate Municipal Income)
through each fund's fiscal periods ended 1997.
1 Average annual and cumulative total returns for Class A include the
effect of paying Class A's maximum front-end sales charge of 4.75% for
Bond Funds, 3.75% for Intermediate-Term Bond Funds, and 1.50% for
Short-Term Bond Funds.
 Average annual and cumulative total returns for Class T include the
effect of paying Class T's maximum front-end sales charge of 3.50% for
Bond Funds; 2.75% for Intermediate-Term Bond Funds; and 1.50% for
Short-Term Bond Funds.
 Average annual and cumulative total returns for Class B include the
effect of paying Class B's CDSC upon redemption based on the following
schedule: for Bond Funds for periods less than one year, 5%; one year
to less than two years, 4%; two years to less than four years, 3%;
four years to less than five years, 2%; five years to less than six
years, 1%; six years or greater, 0%; for Intermediate-Term Bond Funds
for periods less than one year, 3%; one year to less than two years,
2%; two years to less than three years, 1%; three years or greater,
0%. 
 Average annual and cumulative total returns for Class C include the
effect of paying Class C's CDSC of 1% for shares redeemed within one
year of purchase.
 Initial offering of Class A for each fund (except Mortgage
Securities) took place on September 3, 1996. Class A returns prior to
September 3, 1996 (except for Intermediate Bond and Intermediate
Municipal Income) are those of Class    T     which reflect a 12b-1
fee of 0.15%. For Intermediate Bond, Intermediate Municipal Income,
and Emerging Markets Income returns from September 3, 1996 through
September 10, 1992 are those of Class T which reflect a 12b-1 fee of
0.25%. Class A returns prior to September 10, 1992 are those of
Institutional Class, which has no 12b-1 fee. If Class A's 12b-1 fee
had been reflected, total returns prior to September 3, 1996 through
September 10, 1992 would have been higher and total returns prior to
September 10, 1992 would have been lower.
 Initial offering of Class A, Class T, and Class B of Mortgage
Securities took place on March 3, 1997. Class A, Class T and Class B
returns prior to March 3, 1997 are those of Initial Class which has no
12b-1 fee. If Class A's, Class T's and Class B's respective 12b-1 fees
had been reflected, total returns prior to March 3, 1997 would have
been lower.
 Initial offering of Class T of Intermediate Bond and Intermediate
Municipal Income took place on September 10, 1992. Class T returns
prior to September 10, 1992 are those of Institutional Class which has
no 12b-1 fee. If Class T's 12b-1 fee had been reflected, total returns
prior to September 10, 1992 would have been lower.
 Initial offering of Class B of Intermediate Bond and Intermediate
Municipal Income took place on June 30, 1994. Class B returns prior to
June 30, 1994 through September 10, 1992 are those of Class T which
reflect a 12b-1 fee of 0.25%. Class B returns prior to September 10,
1992 are those of Institutional Class which has no 12b-1 fee. If Class
B's 12b-1 fee had been reflected, total returns prior to June 30, 1994
would have been lower. 
 Initial offering of Class B of High Yield, Government Investment,
Municipal Income and Emerging Markets Income took place on June 30,
1994. Class B returns prior to June 30, 1994 are those of Class T
which reflect a 12b-1 fee of 0.25%. If Class B's 12b-1 fee had been
reflected, total returns prior to June 30, 1994 would have been lower.
 Class C of each fund (except    Strategic Opportunities    , Mortgage
Securities, Municipal Bond, and Short-Intermediate Municipal Income)
commenced operations on November 3, 1997.
 Class C returns for Strategic Income prior to November 3, 1997 are
those of Class B which reflect a 12b-1 fee of 0.90% (1.00% prior to
January 1, 1996). If Class C's 12b-1 fee had been reflected, total
returns after December 31, 1995 would have been lower.
 Class C returns for High Yield, Government Investment, and Municipal
Income prior to October 31, 1997 through June 30, 1994 are those of
Class B which reflect a 12b-1 fee of 0.90% (1.00% prior to January 1,
1996). Class C returns prior to June 30, 1994 are those of Class T
which reflect a 12b-1 fee of 0.25%. If Class C's 12b-1 fee had been
reflected, total returns from October 31, 1997 through prior to
   January 1, 1996     and prior to June 30, 1994 would have been
lower.
 Class C returns for Emerging Markets Income prior to November 3, 1997
through June 30, 1994 are those of Class B which reflect a 12b-1 fee
of 0.90% (1.00% prior to January 1, 1996). Class C returns prior to
June 30, 1994 are those of Class T which reflect a 12b-1 fee of 0.25%.
If Class C's 12b-1 fee had been reflected, total returns    from June
30, 1997 through January     1, 1996 and prior to June 30, 1994 would
have been lower.
 Class C returns for Short Fixed-Income for the period ended October
31, 1997 are those of Class T which reflect a 12b-1 fee of 0.15%. If
Class C's 12b-1 fee had been reflected, total returns would have been
lower.
 Class C returns for Intermediate Bond and Intermediate Municipal
Income    prior to     November 3, 1997 through June 30, 1994 are
those of Class B which reflect a 12b-1 fee of 0.90% (1.00% prior to
January 1, 1996). Class C returns prior to June 30, 1994 through
September 10, 1992 are those of Class T which reflect a 12b-1 fee of
0.25%. Returns prior to September 10, 1992 are those of Institutional
Class which has no 12b-1 fee. If Class C's 12b-1 fee had been
reflected, total retu   rns from     May 31, 1997 through    prior
to     December 31, 1995 and prior to June 30, 1994 would have been
lower. 
 Initial offering of Institutional Class of High Yield, Strategic
Income, Government Investment, Short Fixed-Income, Municipal Income,
Emerging Markets Income, and Short-Intermediate Municipal Income took
place on July 3, 1995. Institutional Class returns prior to July 3,
1995 are those of Class T which reflect a 12b-1 fee of 0.25% for High
Yield, Strategic Income, Government Investment, Emerging Markets
Income, and Municipal Income; and 0.15% for Short Fixed-Income and
Short-Intermediate Municipal Income. Total returns prior to July 3,
1995 for Institutional Class would have been higher if Class T's 12b-1
fee had not been reflected.
 Initial offering of Institutional Class of Mortgage Securities took
place on March 3, 1997. Institutional Class returns prior to March 3,
1997 are those of Initial Class which has no 12b-1 fee.
2 Yields and tax-equivalent yields shown for Class A shares include
the effect of the applicable Class A front-end sales charge and 12b-1
fee. Yields and tax-equivalent yields shown for Class T shares include
the effect of the applicable Class T front-end sales charge and 12b-1
fee. Yields and tax-equivalent yields shown for Class B and Class C
include the effect of the applicable Class B or Class C 12b-1 fee, but
not the CDSC. 
Note: If FMR had not reimbursed certain class expenses during certain
of these periods, the yields and total returns for those periods for
   _____________________________________________.    would have been
lower. The table   s     below shows what yields and tax-equivalent
yields (if applicable) would have been if the class had not been in
reimbursement.
 
 
 
<TABLE>
<CAPTION>
<S>          <C>     <C>      <C>     <C>      <C>    <C>      <C>          <C>             <C>     <C> 
             Class A          Class T          Class B            Class C                   Institutional Class 
 
             Yield*  Tax-Equi Yield*  Tax-Equi Yield* Tax-Equi    Yield*       Tax-Equi     Yield*  Tax-Equi   
                     valent           valent          valent                   valent               valent     
                     Yield            Yield           Yield                    Yield                Yield      
 
Government                                                                                  +       +  
Investment                                                                                                                
 
Intermediate
 Bond                                                                                       +       +          
 
Short-Fixed                                    **     **                                    +       +          
Income                                                                                                                 
 
Municipal
  Income                                                                                    +       +     
 
Municipal
 Bond        ***     ***      ***     ***      ***    ***         N/A          N/A                                     
 
Intermediate                                                                                +       + 
Municipal                                                                                                               
 
Short-
Intermediate                                   **     **          N/A          N/A          +       + 
Municipal
 Income                                                                                                     
 
</TABLE>
 
* See footnote 2 on page .
** Class B is not available for this fund.
***All Advisor    Cl    asses were closed to both new and existing
shareholders on November 1, 1997.
                     Initial Class       
 
                                    Yield*          Tax Equivalent Yield       
 
   Strategic Opportunities                                                     
 
   Mortgage Securities                                                         
 
   Municipal Bond                                                              
 
   * See footnote 2 on page .    
       
HISTORICAL EQUITY FUND RESULTS. The following table shows the total
returns for each class of each equity fund for the annual period ended
October 31, November 30, or December 31, 1997, as indicated below. 
      Average Annual Total   Cumulative Total   
      Returns1               Returns1           
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>       <C>       <C>       <C>          <C>       <C>         <C>       <C>          <C>           
                      Fiscal    One       Five      Ten                    Past Six    One       Five Years   Ten           
                      Year      Year      Years     Years/Life             Months      Year                   Years/Life of 
                      Ended                         of Fund+                                                  Fund+         
 
                                                                                                                        
 
TechnoQuant - Class A 11/30                                                                                                 
 
TechnoQuant - Class T                                                                                                   
 
TechnoQuant - Class B                                                                                                   
 
TechnoQuant - Class C                                                                                                  
 
   TechnoQuant -
 Institutional                                                                                                              
   Class                                                                                                                
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>      
<C>       
Overseas - Class A                        10/31                                                                             
       
 
Overseas - Class T                                                                                                          
       
 
Overseas - Class B                                                                                                          
       
 
Overseas - Class C                                                                                                          
       
 
   Overseas - Institutional Class                                                                                        
          
 
Mid Cap - Class A                         11/30                                                                             
       
 
Mid Cap - Class T                                                                                                           
       
 
Mid Cap - Class B                                                                                                           
       
 
Mid Cap - Class C                                                                                                           
       
 
   Mid Cap - Institutional Class                                                                                         
          
 
Equity Growth - Class A                   11/30                                                                             
       
 
Equity Growth - Class T                                                                                                     
       
 
Equity Growth - Class B                                                                                                     
       
 
Equity Growth - Class C                                                                                                     
       
 
   Equity Growth - Institutional                                                                                         
          
   Class                                                                                                                    
       
 
Growth Opportunities - Class A            11/30                                                                             
       
 
Growth Opportunities - Class T                                                                                              
       
 
Growth Opportunities - Class B                                                                                              
       
 
Growth Opportunities - Class C                                                                                              
       
 
   Growth Opportunities - 
                                                                                                         
   Institutional Class                                                                                                      
       
 
Strategic Opportunities - Class A         11/30                                                                             
       
 
Strategic Opportunities - Class T                                                                                           
       
 
Strategic Opportunities - Class B                                                                                           
       
 
   Strategic Opportunities -
                                                                                                       
   Institutional Class                                                                                                      
       
 
Strategic Opportunities - Initial                                                                                           
       
 
Large Cap - Class A                       11/30                                                                             
       
 
Large Cap - Class T                                                                                                         
       
 
Large Cap - Class B                                                                                                         
       
 
Large Cap - Class C                                                                                                         
       
 
   Large Cap - Institutional Class                                                                                       
          
 
Growth & Income - Class A                 11/30                                                                             
       
 
Growth & Income - Class T                                                                                                   
       
 
Growth & Income - Class B                                                                                                   
       
 
Growth & Income - Class C                                                                                                   
       
 
   Growth & Income - Institutional                                                                                       
          
   Class                                                                                                                    
       
 
</TABLE>
 
      Average Annual Total   Cumulative Total   
      Returns1               Returns1           
 
 
<TABLE>
<CAPTION>
<S>       <C>       <C>    <C>     <C>          <C>       <C>         <C>    <C>          <C>           
          Fiscal    One    Five    Ten                    Past Six    One    Five Years   Ten           
          Year      Year   Years   Years/Life             Months      Year                Years/Life    
          Ended                    of Fund+                                               of Fund+      
 
                                                                                                        
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                              <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Equity Income - Class A          11/30                                                   
 
Equity Income - Class T                                                                  
 
Equity Income - Class B                                                                  
 
Equity Income - Class C                                                                  
 
Equity Income - Institutional                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                        <C>     <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
Balanced - Class A         10/31                                                   
 
Balanced - Class T                                                                 
 
Balanced - Class B                                                                 
 
Balanced - Class C                                                                 
 
Balanced - Institutional                                                           
 
</TABLE>
 
+ Life of fund figures are from commencement of operations (April 23,
1990 for Overseas; November 18, 1987 for Growth Opportunities; and
February 20, 1996 for Mid Cap and Large Cap; and December 31, 1996 for
TechnoQuant Growth and Growth & Income) through the fiscal periods
ended 1997.
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 5.75% for Equity Funds.
 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% for Equity Funds.
 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: for Equity Funds for periods less than one
year, 5%; one year to less than two years, 4%; two years to less than
four years, 3%; four years to less than five years, 2%; five years to
less than six years, 1%; six years or greater, 0%.
 Average annual and cumulative total returns for Class C shares
include the effect of paying Class C's CDSC of 1% for shares redeemed
within one year of purchase.
 Initial offering of Class A for each fund took place on September 3,
1996. Class A returns prior to September 3, 1996 (except for Equity
Growth and Equity Income) are those of Class T which reflect a 12b-1
fee of 0.50% (0.65% prior to January 1, 1996). If Class A's 12b-1 fee
had been reflected, total returns prior to September 3, 1996 would
have been higher. For Equity Growth and Equity Income, Class A returns
from September 3, 1996 through September 10, 1992 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
Class A returns prior to September 10, 1992 are those of Institutional
Class which has no 12b-1 fee. If Class A's 12b-1 fee had been
reflected, total returns prior to September 3, 1996 through September
10, 1992 would have been higher and total returns prior to September
10, 1992 would have been lower.
 Initial offering of Class T of Equity Growth and Equity Income took
place on September 10, 1992. Class T returns prior to September 10,
1992 are those of Institutional Class which has no 12b-1 fee. If Class
T's 12b-1 fee had been reflected, total returns prior to September 10,
1992 would have been lower.
 Initial offering of Class B of Equity Growth took place on December
31, 1996. Class B returns prior to December 31, 1996 through September
10, 1992 are those of Class T which reflect a 12b-1 of fee of 0.50%
(0.65% prior to January 1, 1996).    Class T r    eturns prior to
September 10, 1992 are those of Institutional Class which has no 12b-1
fee. If Class B's 12b-1 fee had been reflected, total returns prior to
December 31, 1996 would have been lower.
 Initial offering of Class B of Balanced took place on December 31,
1996. Class B returns prior to December 31, 1996 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
If Class B's 12b-1 fee had been reflected, total returns prior to
December 31, 1996 would have been lower.
 Initial offering of Class B of Growth Opportunities took place on
March 3, 1997. Class B returns prior to March 3, 1997 are those of
Class T which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1,
1996). If Class B's 12b-1 fee had been reflected, total returns prior
to March 3, 1997 would have been lower.
 Initial offering of Class B of Equity Income took place on June 30,
1994. Class B returns prior to June 30, 1994 through September 10,
1992 are those of Class T which reflect a 12b-1 fee of 0.65%. Class B
returns prior to September 10, 1992 are those of Institutional Class
which has no 12b-1 fee. If Class B's 12b-1 fee had been reflected,
total returns prior to June 30, 1994 would have been lower. 
 Initial offering of Class B of Strategic Opportunities took place on
June 30, 1994. Class B returns prior to June 30, 1994 are those of
Class T which reflect a 12b-1 fee of 0.65%. If Class B's 12b-1 fee had
been reflected, total returns prior to June 30, 1994 would have been
lower.
 Initial offering of Class B of Overseas took place on July 3, 1995.
Class B returns prior to July 3, 1995, are those of Class T which
reflect a 12b-1 fee of 0.65%. If Class B's 12b-1 fee returns had been
reflected, total returns prior to July 3, 1995 would have been
lower.    Prior to December 1, 1992, Overseas operated under a
different investment objective. Accordingly, the fund's historical
performance may not represent its current investment policies.    
 Class C of each fund (except Strategic Opportunities) commenced
operations on November 3, 1997.
 Class C returns for TechnoQuant Growth, Mid Cap, Large Cap, and
Growth & Income from November 3, 1997 are those of class B which
reflect a 12b-1 fee of 1.00%.
 Class C returns for Equity Growth    prior to     November 3, 1997
through December 31, 1996 are those of Class B which reflect a 12b-1
fee of 1.00%. Class C returns prior to December 31, 1996 through
September 10, 1992 are those of Class T which reflect a 12b-1 fee of
0.50% (0.65% prior to January 1, 1996). Class C returns prior to
September 10, 1992 are those of Institutional Class which has no 12b-1
fee. If Class C's 12b-1 fee had been reflected, total returns prior to
December 31, 1996 would have been lower. 
 Class C returns for Growth Opportunities    prior to     November 3,
1997 through March 3, 1997 are those of Class B which reflect a 12b-1
fee of 1.00%. Class C returns prior to March 3, 1997 are those of
Class T which reflect a 12b-1 fee of 0.50 (0.65% prior to January 1,
1996). If Class C's 12b-1 fee had been reflected, total returns prior
to March 3, 1997 would have been lower. 
 Class C returns for Balanced f   rom     October 31, 1997 through
December 31, 1996 are those of Class B which reflect a 12b-1 fee of
1.00%. Class C returns prior to December 31, 1996 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
If Class C's 12b-1 fee had been reflected, total returns prior to
December 31, 1996 would have been lower.
 Class C returns for Equity Income    prior to     November 3, 1997
through June 30, 1994 are those of Class B which reflect a 12b-1 fee
of 1.00%. Class C returns prior to June 30, 1994 through September 10,
1992 are those of Class T which reflect a 12b-1 fee of 0.65%. Class C
returns prior to September 10, 1992 are those of Institutional Class
which has no 12b-1 fee. If Class C's 12b-1 fee had been reflected,
total returns prior to June 30, 1994 would have been lower. 
 Class C returns for Overseas for the period ended October 31, 1997
through July 3, 1995 are those of Class B which reflect a 12b-1 fee of
1.00%. Class C returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.65%. If Class C's 12b-1 fee had been
reflected, total returns prior to July 3, 1995 would have been lower.
 Initial offering of Institutional Class of Growth Opportunities,
Strategic Opportunities, Balanced, and Overseas took place on July 3,
1995. Institutional Class returns prior to July 3, 1995 are those of
Class T which reflect a 12b-1 fee of 0.65%. Total returns for
Institutional Class prior to July 3, 1995 would have been higher if
Class T's 12b-1 fee had not been reflected.
Note: If FMR had not reimbursed certain class expenses during certain
of these periods, the total returns for those periods for TechnoQuant
Growth, Overseas, Mid Cap, Strategic Opportunities, Large Cap, Growth
& Income, Equity Income, and Balanced would have been lower. 
The following tables show the income and capital elements of each
class's cumulative total return. The table   s     compare each
class's return to the record of the S&P 500, the Dow Jones Industrial
Average (DJIA), and the cost of living as measured by the Consumer
Price Index (CPI), over the same period.    The CPI information is as
of the month-end closest to the initial investment date for each
class.     The S&P 500 and DJIA comparisons are provided to show how
each class's total return compared to the record of a broad unmanaged
index of common stocks and a narrower set of stocks of major
industrial companies, respectively, over the same period. Because each
of the Bond Funds invest in fixed-income securities, common stocks
represent a different type of investment from the funds. Common stocks
generally offer greater growth potential than the Bond Funds, but
generally experience greater price volatility, which means greater
potential for loss. In addition, common stocks generally provide lower
income than a fixed-income investment such as the Bond Funds. Each of
the Equity Funds has the ability to invest in securities not included
in either index, and its investment portfolio may or may not be
similar in composition to the indices. The S&P 500 and DJIA returns
are based on the prices of unmanaged groups of stocks and, unlike each
class's returns, do not include the effect of brokerage commissions or
other costs of investing.
The following tables show the growth in value of a hypothetical
$10,000 investment in each class of each fund (excep   t    
International Capital Appreciation) during the past 10 fiscal years
ended 1997 or life of each fund, as applicable, assuming all
distributions were reinvested. The figures below reflect the
fluctuating interest rates, bond prices, and stock prices of the
specified periods and should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in a class today. Tax consequences of different investments
   with the exception of foreign tax withholdings     have not been
factored into the figures.
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Class A of TechnoQuant Growth would have grown to
$______, including the effect of Class A's maximum 5.75% sales
charge.    
   TECHNOQUANT GROWTH - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>          <C>               <C>                  <C>                  <C>          <C>        <C>         <C>            
   Period
 Ended          Value of          Value of             Value of             Total        S&P        DJIA        Cost        
   November
 30             Initial           Reinvested           Reinvested           Value        500                    of          
                $10,000           Dividend             Capital Gain                                             Living**    
                Investment        Distributions        Distributions                                                     
 
   1997          $                 $                    $                     $           $          $           $         
 
   1996*         $                 $                    $                     $           $          $           $         
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in Class A
of TechnoQuant Growth on December 31, 1996, assuming the 5.75% maximum
sales charge had been in effect, the net amount invested in Class A
shares was $_____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions.    
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Class T of TechnoQuant Growth would have grown to
$_____, including the effect of Class T's maximum 3.50% sales
charge.    
   TECHNOQUANT GROWTH - CLASS T          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>              <C>                 <C>                   <C>            <C>         <C>         <C>    
   Period
 Ended        Value of         Value of            Value of              Total          S&P         DJIA        Cost    
   November
 30           Initial          Reinvested          Reinvested            Value           500                    of    
              $10,000          Dividend            Capital Gain                                                 Living**     
              Investment       Distributions       Distributions                                                           
 
 
   1997        $                 $                  $                     $               $           $          $        
 
   1996*        $                $                  $                     $               $           $          $       
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in Class T
of TechnoQuant Growth on December 31, 1996, assuming the 3.50% maximum
sales charge had been in effect, the net amount invested in Class T
shares was $_____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions.    
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Class B of TechnoQuant Growth would have grown to
$______.     
   TECHNOQUANT GROWTH - CLASS B          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>              <C>                 <C>                 <C>          <C>        <C>         <C>
   Period
 Ended        Value of         Value of            Value of            Total        S&P        DJIA        Cost          
   November
 30           Initial          Reinvested          Reinvested          Value        500                    of    
              $10,000          Dividend            Capital Gain                                            Living**       
              Investment       Distributions       Distributions                                        
 
   1997        $                $                   $                   $            $          $           $             
 
   1996*                                                                                                                  
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in Class B
of TechnoQuant Growth on December 31, 1996, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $___ for dividends and $___ for capital
gain distributions.    
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Class C of TechnoQuant Growth would have grown to
$______.    
   TECHNOQUANT GROWTH - CLASS C          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>             <C>               <C>                <C>             <C>           <C>         <C>               
   Period
 Ended        Value of        Value of          Value of           Total          S&P          DJIA          Cost          
   November
 30           Initial         Reinvested        Reinvested         Value           500                       of            
              $10,000         Dividend          Capital Gain                                                 Living**       
              Investment   Distributions     Distributions                                                
 
                                                                                                                         
 
   1997        $               $                 $                   $             $            $             $    
 
   1996*                                                                                                          
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in Class C
of TechnoQuant Growth on December 31, 1996, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $___ for dividends and $____ for capital
gain distributions.    
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Institutional Class of TechnoQuant Growth would have
grown to $______.    
   TECHNOQUANT GROWTH - INSTITUTIONAL CLASS          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>             <C>               <C>                <C>             <C>         <C>           <C>               
   Period
 Ended        Value of        Value of          Value of           Total          S&P          DJIA          Cost          
   November
 30           Initial         Reinvested        Reinvested         Value           500                       of            
              $10,000         Dividend          Capital Gain                                                 Living**       
              Investment   Distributions     Distributions                                                             
 
   1997        $                $                $                  $               $            $            $             
 
   1996*         10,350                                                                                                     
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of TechnoQuant Growth on December 31, 1996, the
net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $_____. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$___ for dividends and $___ for capital gain distributions.    
During the period from April 23, 1990 (commencement of operations of
the fund) to October 31, 1997, a hypothetical $10,000 investment in
Class A of Overseas would have grown to $______, including the effect
of Class A's 5.75% maximum sales charge.
OVERSEAS - CLASS A   INDICES   
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>            <C>              <C>                 <C>          <C>          <C>         <C>               
Period        Value of/r> 
    
   Value of         Value of            Total        S&P          DJIA        Cost          
Ended         Initial        Reinvested       Reinvested          Value        500                      of            
   October
 31           $10,000        Dividend         Capital Gain                                              Living**       
              Investment  Distributions    Distributions                                             
 
 
</TABLE>
 
1997           $     $     $     $     $     $     $     
 
1996                                                     
 
1995                                                     
 
1994                                                     
 
1993                                                     
 
1992                                                     
 
1991                                                     
 
1990   *       $     $     $     $     $     $     $     
 
* From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Overseas on April 23, 1990, assuming the 5.75% maximum sales charge
had been in effect, the net amount invested in Class A shares was
$____. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions
for the period covered (their cash value at the time they were
reinvested) amounted to $____. If distributions had not been
reinvested, the amount of distributions earned from the class over
time would have been smaller, and cash payments for the period would
have amounted to $__ for dividends and $___ for capital gain
distributions. Initial offering of Class A    of     Overseas took
place on September 3, 1996. Class A returns prior to September 3, 1996
are those of Class T, which reflect a 12b-1 fee of 0.50% (0.65% prior
to January 1, 1996). If Class A's 12b-1 fee had been reflected   ,    
total returns prior to September 3, 1996 would have been higher.   
Prior to December 1, 1992, Overseas operated under a different
investment objective. Accordingly, the fund's historical performance
may not represent its current investment policies.    
During the period from April 23, 1990 (commencement of operations of
the fund) to October 31, 1997, a hypothetical $10,000 investment in
Class T of Overseas would have grown to $_____, including the effect
of Class T's 3.50% maximum sales charge.
OVERSEAS - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                 <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period              Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended               Initial      Reinvested      Reinvested      Value   500          of         
Oct   ober     31   $10,000      Dividend        Capital Gain                         Living**   
                    Investment   Distributions   Distributions                                   
 
                                                                                                 
 
                                                                                                 
 
                                                                                                 
 
</TABLE>
 
1997    $     $     $     $     $     $     $     
 
1996                                              
 
1995                                              
 
1994                                              
 
1993                                              
 
1992                                              
 
1991                                              
 
1990*                                             
 
* From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Overseas on April 23, 1990, assuming the 3.50% maximum sales charge
had been in effect, the net amount invested in Class T shares was
$____. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions
for the period covered (their cash value at the time they were
reinvested) amounted to $_____. If distributions had not been
reinvested, the amount of distributions earned from the class over
time would have been smaller, and cash payments for the period would
have amounted to $___ for dividends and $___ for capital gain
distributions.    Prior to December 1, 1992, Overseas operated under a
different investment objective. Accordingly, the fund's historical
performance may not represent its current investment policies.    
During the period from April 23, 1990 (commencement of operations of
the fund) to October 31, 1997, a hypothetical $10,000 investment in
Class B of Overseas would have grown to $_____.
OVERSEAS - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                 <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period              Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended               Initial      Reinvested      Reinvested      Value   500          of         
Oct   ober     31   $10,000      Dividend        Capital Gain                         Living**   
                    Investment   Distributions   Distributions                                   
 
                                                                                                 
 
                                                                                                 
 
</TABLE>
 
1997    $     $     $     $     $     $     $     
 
1996                                              
 
1995                                              
 
1994                                              
 
1993                                              
 
1992                                              
 
1991                                              
 
1990*                                             
 
* From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Overseas on April 23, 1990, the net amount invested in Class B shares
was $10,000. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $_____. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions. Initial offering of Class B of Overseas took place on
July 3, 1995. Class B returns prior to July 3, 1995 are those of Class
T which reflect a 12b-1 fee of 0.65%. If Class B's 12b-1 fee had been
reflected, total returns prior to July 3, 1995 would have been
lower.    Prior to December 1, 1992, Overseas operated under a
different investment objective. Accordingly, the fund's historical
performance may not represent its current investment policies.    
During the period from April 23, 1990 (commencement of operations of
the fund) to October 31, 1997 a hypothetical $10,000 investment in
Class C of Overseas would have grown to $_____.
OVERSEAS - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                 <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period              Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended               Initial      Reinvested      Reinvested      Value   500          of         
Oct   ober     31   $10,000      Dividend        Capital Gain                         Living**   
                    Investment   Distributions   Distributions                                   
 
                                                                                                 
 
                                                                                                 
 
</TABLE>
 
1997    $     $     $     $     $     $     $     
 
1996                                              
 
1995                                              
 
1994                                              
 
1993                                              
 
1992                                              
 
1991                                              
 
1990*                                             
 
* From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Overseas on April 23, 1990, the net amount invested in Class C shares
was $10,000. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $_____. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions.    Initial offering of Class C of Overseas took place
on November 3, 1997.     Class C returns        from October 31, 1997
through July 3, 1995 are those of Class B which reflect a 12b-1 fee of
1.00%. Class C returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.65%. If Class C's 12b-1 fee had been
reflected, total returns prior to July 3, 1995 would have been
lower.     Prior to December 1, 1992, Overseas operated under a
different investment objective. Accordingly, the fund's historical
performance may not represent its current investment policies.    
During the period from April 23, 1990 (commencement of operations of
the fund) to October 31, 1997, a hypothetical $10,000 investment in
Institutional Class of Overseas would have grown to $______.
OVERSEAS - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                 <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period              Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended               Initial      Reinvested      Reinvested      Value   500          of         
Oct   ober     31   $10,000      Dividend        Capital Gain                         Living**   
                    Investment   Distributions   Distributions                                   
 
                                                                                                 
 
                                                                                                 
 
</TABLE>
 
1997    $     $     $     $     $     $     $     
 
1996                                              
 
1995                                              
 
1994                                              
 
1993                                              
 
1992                                              
 
1991                                              
 
1990*                                             
 
* From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Overseas on April 23, 1990, the net amount
invested in Institutional Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $_____. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $___ for
dividends and $___ for capital gain distributions. Initial offering of
Institutional Class of Overseas took place on July 3, 1995.
Institutional Class returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.65%. Total returns for Institutional
Class prior to July 3, 1995 would have been higher if Class T's 12b-1
fee had not been reflected.    Prior to December 1, 1992, Overseas
operated under a different investment objective. Accordingly, the
fund's historical performance may not represent its current investment
policies.    
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Class A of Mid Cap would have grown to $_____, including the effect
of Class A's maximum 5.75% sales charge.
MID CAP - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost       
   November     30   Initial      Reinvested      Reinvested      Value   500          of         
                     $10,000      Dividend        Capital Gain                         Living**   
                     Investment   Distributions   Distributions                                   
 
                                                                                                  
 
                                                                                                  
 
                                                                                                  
 
1997                 $            $               $               $       $     $      $          
 
1996*                                                                                             
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Mid Cap on February 20, 1996, assuming the 5.75% maximum sales charge
had been in effect, the net amount invested in Class A shares was
$_____. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions
for the period covered (their cash value at the time they were
reinvested) amounted to $_____. If distributions had not been
reinvested, the amount of distributions earned from the class over
time would have been smaller, and cash payments for the period would
have amounted to $__ for dividends and $___ for capital gain
distributions. Initial offering of Class A for Mid Cap took place on
September 3, 1996. Class A returns prior to September 3, 1996 are
those of Class T which reflect a 12b-1 fee of 0.50%. If Class A's
12b-1 fee had been reflected   ,     total returns prior to September
3, 1996 would have been higher.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Class T of Mid Cap would have grown to $_____, including the effect
of Class T's maximum 3.50% sales charge.
MID CAP - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost       
   November     30   Initial      Reinvested      Reinvested      Value   500          of         
                     $10,000      Dividend        Capital Gain                         Living**   
                     Investment   Distributions   Distributions                                   
 
                                                                                                  
 
                                                                                                  
 
                                                                                                  
 
1997                 $            $               $               $       $     $      $          
 
1996*                                                                                             
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Mid Cap on February 20, 1996, the net amount invested in Class T
shares was $_____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_____. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $___ for capital gain
distributions.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Class B of Mid Cap would have grown to $_____, including the effect
of Class B's maximum applicable CDSC.
MID CAP - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost       
   November     30   Initial      Reinvested      Reinvested      Value   500          of         
                     $10,000      Dividend        Capital Gain                         Living**   
                     Investment   Distributions   Distributions                                   
 
                                                                                                  
 
                                                                                                  
 
                                                                                                  
 
1997                 $            $               $               $       $     $      $          
 
1996*                                                                                             
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Mid Cap on February 20, 1996, the net amount invested in Class B
shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $__ for dividends and $___ for capital gain
distributions.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Class C of Mid Cap would have grown to $_____   .    
MID CAP - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost       
   November     30   Initial      Reinvested      Reinvested      Value   500          of         
                     $10,000      Dividend        Capital Gain                         Living**   
                     Investment   Distributions   Distributions                                   
 
                                                                                                  
 
                                                                                                  
 
                                                                                                  
 
1997                 $            $               $               $       $     $      $          
 
1996*                                                                                             
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Mid Cap on February 20, 1996, the net amount invested in Class C
shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions.    Initial offering of Class C of Mid Cap took place on
November 3, 1997.     Class C returns prior to November 3, 1997 are
those of class B which reflect a 12b-1 fee of 1.00%.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Institutional Class of Mid Cap would have grown to $______.
MID CAP - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost       
   November     30   Initial      Reinvested      Reinvested      Value   500          of         
                     $10,000      Dividend        Capital Gain                         Living**   
                     Investment   Distributions   Distributions                                   
 
                                                                                                  
 
                                                                                                  
 
                                                                                                  
 
1997                 $            $               $               $       $     $      $          
 
1996*                                                                                             
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Mid Cap on February 20, 1996, the net amount
invested in Institutional Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $______. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $__ for
dividends and $___ for capital gain distributions.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class A of Equity Growth would have grown to
$_______, including the effect of Class A's maximum 5.75% sales
charge.
EQUITY GROWTH - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
1997                 $            $               $               $       $     $      $        
 
1996                                                                                            
 
</TABLE>
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Equity Growth on    December 1    , 1987 assuming the 5.75% maximum
sales charge had been in effect, the net amount invested in Class A
shares was $_____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $____ for capital gain
distributions. Initial offering of Class A    of     Equity Growth
took place on September 3, 1996. Class A returns    prior to
S    eptember 3, 1996 through September 10, 1992 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
Class A returns prior to September 10, 1992 are those of Institutional
Class which has no 12b-1 fee. If Class A's 12b-1 fee had been
reflected, total returns prior to September 3, 1996 through September
10, 1992 would have been higher and total returns prior to September
10, 1992 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class T of Equity Growth would have grown to
$______, including the effect of the Class T's maximum 3.50% sales
charge.
EQUITY GROWTH - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
1997                 $            $               $               $       $     $      $        
 
1996                                                                                            
 
</TABLE>
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Equity Growth on    December     1, 1987, assuming the 3.50% maximum
sales charge had been in effect, the net amount invested in Class T
shares was $_____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_____. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $_____ for capital gain
distributions. Initial offering of Class T of Equity Growth took place
on September 10, 1992. Class T returns prior to September 10, 1992 are
those of Institutional Class which has no 12b-1 fee. If Class T's
12b-1 fee had been reflected, total returns prior to September 10,
1992 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class B of Equity Growth would have grown to
$_______.
EQUITY GROWTH - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
1997                 $            $               $               $       $     $      $        
 
1996                                                                                            
 
</TABLE>
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Equity Growth on    December     1, 1987, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $___ for dividends and $_____ for
capital gain distributions. Initial offering of Class B of Equity
Growth took place on December 31, 1996. Class B returns prior to
December 31, 1996 through September 10, 1992 are those of Class T
which reflect a 12b-1 of fee of 0.50% (0.65% prior to January 1,
1996). Class B returns prior to September 10, 1992 are those of
Institutional Class which has no 12b-1 fee. If Class B's 12b-1 fee had
been reflected, total returns prior to December 31, 1996 would have
been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class C of Equity Growth would have grown to
$______.
EQUITY GROWTH - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
1997                 $            $               $               $       $     $      $        
 
1996                                                                                            
 
</TABLE>
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
Equity Growth on    December     1, 1987, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_____. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $___ for dividends and $____ for capital
gain distributions.    Initial offering of Class C of Equity Growth
took place on November 3, 1997.     Class C returns    prior to    
November 3, 1997 through December 31, 1996 are those of Class B   
    which reflect a 12b-1 fee of 1.00%. Class C returns prior to
December 31, 1996 through September 10, 1992 are those of Class T
which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996).
Class C returns prior to September 10, 1992 are those of Institutional
Class which has no 12b-1 fee. If Class C's 12b-1 fee had been
reflected, total returns prior to December 31, 1996 would have been
lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Institutional Class of Equity Growth would have
grown to $______.
EQUITY GROWTH - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
1997                 $            $               $               $       $     $      $        
 
1996                                                                                            
 
</TABLE>
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Equity Growth on    December     1, 1987, the
net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $_______. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$_____ for dividends and $_____ for capital gain distributions.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class A of Growth Opportunities would have grown
to $_______, including the effect of Class A's maximum 5.75% sales
charge.
GROWTH OPPORTUNITIES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>             
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost            
   November     30   Initial      Reinvested      Reinvested      Value   500          of              
                     $10,000      Dividend        Capital Gain                         Livin   g       
                     Investment   Distributions   Distributions                                        
 
                                                                                                       
 
                                                                                                       
 
                                                                                                       
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Growth Opportunities on    December 1,     1987, assuming the 5.75%
maximum sales charge had been in effect, the net amount invested in
Class A shares was $_____. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_____. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $____ for dividends and $_____ for
capital gain distributions. Initial offering of Class A    of    
Growth Opportunities took place on September 3, 1996. Class A returns
prior to September 3, 1996 are those of Class T        which reflect a
12b-1 fee of 0.50% (0.65% prior to January 1, 1996). If Class A's
12b-1 fee had been reflected   ,     total returns prior to September
3, 1996 would have been higher.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class T of Growth Opportunities would have grown
to $_______, including the effect of Class T's maximum 3.50% sales
charge.
GROWTH OPPORTUNITIES - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>             
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost            
   November     30   Initial      Reinvested      Reinvested      Value   500          of              
                     $10,000      Dividend        Capital Gain                         Livin   g       
                     Investment   Distributions   Distributions                                        
 
                                                                                                       
 
                                                                                                       
 
                                                                                                       
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Growth Opportunities on    December 1    , 1987, assuming the 3.50%
maximum sales charge had been in effect, the net amount invested in
Class T shares was $_____. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_____. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $____ for dividends and $____ for
capital gain distributions.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class B of Growth Opportunities would have grown
to $_____.
GROWTH OPPORTUNITIES - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>             
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost            
   November     30   Initial      Reinvested      Reinvested      Value   500          of              
                     $10,000      Dividend        Capital Gain                         Livin   g       
                     Investment   Distributions   Distributions                                        
 
                                                                                                       
 
                                                                                                       
 
                                                                                                       
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Growth Opportunities on    December 1    , 1987, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $_____ for dividends
and $_____ for capital gain distributions. Initial offering of Class B
of Growth Opportunities took place on March 3, 1997. Class B returns
prior to March 3, 1997 are those of Class T which reflect a 12b-1 fee
of 0.50% (0.65% prior to January 1, 1996). If Class B's 12b-1 fee had
been reflected, total returns prior to March 3, 1997 would have been
lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class C of Growth Opportunities would have grown
to $______.
GROWTH OPPORTUNITIES - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>             
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost            
   November     30   Initial      Reinvested      Reinvested      Value   500          of              
                     $10,000      Dividend        Capital Gain                         Livin   g       
                     Investment   Distributions   Distributions                                        
 
                                                                                                       
 
                                                                                                       
 
                                                                                                       
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
Growth Opportunities on    December 1    , 1987, the net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $_____. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $____ for dividends and
$____ for capital gain distributions.    Initial offering of Class C
of Growth Opportunities took place on November 3, 1997.     Class C
returns    prior to     November 3, 1997 through March 3, 1997 are
those of Class B which reflect a 12b-1 fee of 1.00%. Class C returns
prior to March 3, 1997 are those of Class T which reflect a 12b-1 fee
of 0.50 (0.65% prior to January 1, 1996). If Class C's 12b-1 fee had
been reflected, total returns prior to March 3, 1997 would have been
lower. 
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Institutional Class of Growth Opportunities
would have grown to $______.
GROWTH OPPORTUNITIES - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>             
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost            
   November     30   Initial      Reinvested      Reinvested      Value   500          of              
                     $10,000      Dividend        Capital Gain                         Livin   g       
                     Investment   Distributions   Distributions                                        
 
                                                                                                       
 
                                                                                                       
 
                                                                                                       
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Growth Opportunities on    December 1    ,
1987, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $______. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $_____ for capital
gain distributions. Initial offering of Institutional Class of Growth
Opportunities took place on July 3, 1995. Institutional Class returns
prior to July 3, 1995 are those of Class T which reflect a 12b-1 fee
of 0.65%. Total returns for Institutional Class prior to July 3, 1995
would have been higher if Class T's 12b-1 fee had not been reflected.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class A of Strategic Opportunities would have
grown to $______, including the effect of Class A's maximum 5.75%
sales charge.
STRATEGIC OPPORTUNITIES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Strategic Opportunities on    December     1, 1987, assuming the 5.75%
maximum sales charge had been in effect, the net amount invested in
Class A shares was $_____. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_____. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $______ for
capital gain distributions. Initial offering of Class A    of    
Strategic Opportunities took place on September 3, 1996. Class A
returns prior to September 3, 1996 are those of Class    T     which
reflect a 12b-1 fee of 0.50% (0.65% prior to January 1, 1996). If
Class A's 12b-1 fee had been reflected   ,     total returns prior to
September 3, 1996 would have been higher.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class T of Strategic Opportunities would have
grown to $_______, including the effect of Class T's maximum 3.50%
sales charge.
STRATEGIC OPPORTUNITIES - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Strategic Opportunities on    December     1, 1987, assuming the 3.50%
maximum sales charge had been in effect, the net amount invested in
Class T shares was $_____. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $_____ for
capital gain distributions.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class B of Strategic Opportunities would have
grown to $______.
STRATEGIC OPPORTUNITIES - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Strategic Opportunities on    December     1, 1987, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $_______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $_____ for dividends
and $_____ for capital gain distributions. Initial offering of Class B
of Strategic Opportunities took place on June 30, 1994. Class B
returns prior to June 30, 1994 are those of Class T which reflect a
12b-1 fee of 0.65%. If Class B's 12b-1 fee had been reflected, total
returns prior to June 30, 1994 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Institutional Class of Strategic Opportunities
would have grown to $______.
STRATEGIC OPPORTUNITIES - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>                  <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended         Value of     Value of        Value of        Total   S&P   DJIA   Cost     
   November     30   Initial      Reinvested      Reinvested      Value   500          of       
                     $10,000      Dividend        Capital Gain                         Living   
                     Investment   Distributions   Distributions                                 
 
                                                                                                
 
                                                                                                
 
                                                                                                
 
</TABLE>
 
1997    $     $     $    $     $     $     $     
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Strategic Opportunities on    December     1,
1987, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $_______. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $______ for dividends and $_____ for capital
gain distributions. Initial offering of Institutional Class of
Strategic Opportunities took place on July 3, 1995. Institutional
Class returns prior to July 3, 1995 are those of Class T which reflect
a 12b-1 fee of 0.65%. Total returns for Institutional Class prior to
July 3, 1995 would have been higher if Class T's 12b-1 fee had not
been reflected.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Initial Class of Strategic Opportunities would
have grown to $________, including the effect of Initial Class's
maximum 3.50% sales charge.
STRATEGIC OPPORTUNITIES - INITIAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
1987                                             
 
Explanatory Notes: With an initial investment of $10,000 in Initial
Class of Strategic Opportunities on    December     1, 1987, assuming
the 3.50% maximum sales charge had been in effect, the net amount
invested in Initial Class shares was $______.The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $______ for dividends
and $_____ for capital gain distributions.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Class A of Large Cap would have grown to $______, including the
effect of Class A's maximum 5.75% sales charge.
LARGE CAP - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
November 30    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
1997            $            $               $               $       $     $      $         
 
1996*                                                                                       
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Large Cap on February 20, 1996, assuming the 5.75% maximum sales
charge had been in effect, the net amount invested in Class A shares
was $_____. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $______. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions. Initial offering of Class A    of     Large Cap took
place on September 3, 1996. Class A returns prior to September 3, 1996
are those of Class T        which reflect a 12b-1 fee of 0.50% (0.65%
prior to January 1, 1996). If Class A's 12b-1 fee had been
reflected   ,     total returns prior to September 3, 1996 would have
been higher.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Class T of Large Cap would have grown to $_____, including the
effect of Class T's maximum 3.50% sales charge.
LARGE CAP - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Reinvested      Total   S&P   DJIA   Cost       
November 30    Initial      Reinvested      Capital Gain    Value   500          of         
               $10,000      Dividend        Distributions                        Living**   
               Investment   Distributions                                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
1997            $            $               $               $       $     $      $         
 
1996*                                                                                       
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Large Cap on February 20, 1996, assuming the 3.50% maximum sales
charge had been in effect, the net amount invested in Class T shares
was $_____. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $_______. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Class B of Large Cap would have grown to $______   .    
LARGE CAP - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
November 30    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
1997            $            $               $               $       $     $      $         
 
1996*                                                                                       
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Large Cap on February 20, 1996,    the     net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $___ for dividends and $___ for capital
gain distributions.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Class C of Large Cap would have grown to $______   .    
LARGE CAP - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
November 30    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
1997            $            $               $               $       $     $      $         
 
1996*                                                                                       
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Large Cap on February 20, 1996, assuming the maximum applicable CDSC
had been in effect, the net amount invested in Class C shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $______. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $____ for capital gain
distributions.    Initial offering of Class C of Large Cap took place
on November 3, 1997.     Class C returns prior to November 3, 1997 are
those of    C    lass B which reflect a 12b-1 fee of 1.00%.
During the period from February 20, 1996 (commencement of operations
of the fund) to November 30, 1997, a hypothetical $10,000 investment
in Institutional Class of Large Cap would have grown to $______.
LARGE CAP - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
November 30    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
1997            $            $               $               $       $     $      $         
 
1996*            10,350                                                                     
 
</TABLE>
 
* From February 20, 1996 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Large Cap on February 20, 1996, the net amount
invested in Institutional Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $_____. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $___ for
dividends and $___ for capital gain distributions.
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Class A of Growth & Income would have grown to $______,
including the effect of Class A's maximum 5.75% sales charge.    
   GROWTH & INCOME - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>            <C>               <C>                <C>             <C>         <C>          <C>               
   Period
 Ended         Value of       Value of          Value of           Total          S&P          DJIA         Cost          
   November
 30            Initial        Reinvested        Reinvested         Value           500                      of            
               $10,000        Dividend          Capital Gain                                                Living**       
               Investment  Distributions     Distributions                                              
 
 
   1997         $               $                 $                   $             $           $            $       
 
   1996*        $               $                 $                   $             $           $            $             
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in Class A
of Growth & Income on December 31, 1996, assuming the 5.75% maximum
sales charge had been in effect, the net amount invested in Class A
shares was $_____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions.    
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Class T of Growth & Income would have grown to $_____,
including the effect of Class T's maximum 3.50% sales charge.    
   GROWTH & INCOME - CLASS T          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>            <C>               <C>                 <C>          <C>           <C>         <C>               
   Period
 Ended         Value of       Value of          Value of            Total        S&P          DJIA         Cost          
   November
 30            Initial        Reinvested        Reinvested          Value        500                       of/r>        
            
    
   $10,000        Dividend          Capital Gain                                               Living**       
               Investment  Distributions     Distributions                                                             
 
 
   1997         $              $                 $                   $            $             $             $             
 
   1996*        $              $                  $                  $            $             $             $             
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in Class T
of Growth & Income on December 31, 1996, assuming the 3.50% maximum
sales charge had been in effect, the net amount invested in Class T
shares was $_____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $___ for dividends and $___ for capital gain
distributions.    
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Class B of Growth & Income would have grown to $______.
    
   GROWTH & INCOME - CLASS B          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>             <C>              <C>                <C>             <C>           <C>         <C>               
   Period
 Ended         Value of/r>  
    
   Value of         Value of           Total          S&P          DJIA          Cost          
   November
 30            Initial         Reinvested       Reinvested         Value           500                       of            
               $10,000         Dividend         Capital Gain                                                 Living**       
               Investment   Distributions    Distributions                                                             
 
   1997         $               $                 $                  $              $           $             $             
 
   1996*                                                                                                                    
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in Class B
of Growth & Income on December 31, 1996, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $___ for dividends and $___ for capital
gain distributions.    
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Class C of Growth & Income would have grown to
$______.    
   GROWTH & INCOME - CLASS C          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>            <C>               <C>                <C>             <C>         <C>           <C>               
   Period
 Ended         Value of       Value of          Value of           Total          S&P          DJIA          Cost          
   November
 30            Initial        Reinvested        Reinvested         Value           500                       of            
               $10,000        Dividend          Capital Gain                                                 Living**       
               Investment  Distributions     Distributions                                                              
 
   1997         $              $                 $                  $              $            $             $             
 
   1996*                                                                                                                    
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in Class C
of Growth & Income on December 31, 1996, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $___ for dividends and $____ for capital
gain distributions.    
   During the period from December 31, 1996 (commencement of
operations of the fund) to November 30, 1997, a hypothetical $10,000
investment in Institutional Class of Growth & Income would have grown
to $______.    
   GROWTH & INCOME - INSTITUTIONAL CLASS          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>        <C>            <C>               <C>                <C>             <C>         <C>          <C>               
   Period
 Ended        Value of       Value of          Value of           Total          S&P          DJIA         Cost          
   November
 30           Initial        Reinvested        Reinvested         Value          500                      of            
              $10,000        Dividend          Capital Gain                                                Living**       
              Investment  Distributions     Distributions                                                                
 
   1997        $              $                 $                  $              $           $             $             
 
   1996*       10,350                                                                                                     
 
</TABLE>
 
   * From December 31, 1996 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of TechnoQuant Growth on December 31, 1996, the
net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $_____. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$___ for dividends and $___ for capital gain distributions.    
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class A of Equity Income would have grown to
$______, including the effect of Class A's maximum 5.75% sales charge.
EQUITY INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Equity Income on    December     1, 1987, assuming the 5.75% maximum
sales charge had been in effect, the net amount invested in Class A
shares was $____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_____. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $____ for capital gain
distributions. Initial offering of Class A    of Equity Income    
took place on September 3, 1996. Class A returns from September 3,
1996 through September 10, 1992 are those of Class T which reflect a
12b-1 fee of 0.50% (0.65% for prior to January 1, 1996). Class A
returns prior to September 10, 1992 are those of Institutional Class
which has no 12b-1 fee. If Class A's 12b-1 fee had been reflected,
total returns prior to September 3, 1996 through September 10, 1992
would have been higher and total returns prior to September 10, 1992
would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class T of Equity Income would have grown to
$______, including the effect of Class T's maximum 3.50% sales charge.
EQUITY INCOME - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Equity Income on    December     1, 1987, assuming the 3.50% maximum
sales charge had been in effect, the net amount invested in Class T
shares was $______. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $____ for capital gain
distributions. Initial offering of Class T of Equity Income took place
on September 10, 1992. Class T returns prior to September 10, 1992 are
those of Institutional Class which has no 12b-1 fee. If Class T's
12b-1 fee had been reflected, total returns prior to September 10,
1992 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class B of Equity Income would have grown to
$_______.
EQUITY INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Equity Income on    December     1, 1987, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $_____ for
capital gain distributions. Initial offering of Class B of Equity
Income took place on June 30, 1994.    Class B r    eturns prior to
June 30, 1994 through September 10, 1992 are those of Class T which
reflect a 12b-1 fee of 0.65%. Class B returns prior to September 10,
1992 are those of Institutional Class which has no 12b-1 fee. If Class
B's 12b-1 fee had been reflected, total returns prior to June 30, 1994
would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class C of Equity Income would have grown to
$_____.
EQUITY INCOME - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
Equity Income on    December     1, 1987, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $_____ for
capital gain distributions.    Initial offering of Class C of Equity
Income took place on November 3, 1997.     Class C returns    prior to
    November 3, 1997 through June 30, 1994 are those of Class B which
reflect a 12b-1 fee of 1.00%.    Class C r    eturns prior to June 30,
1994 through September 10, 1992 are those of Class T which reflect a
12b-1 fee of 0.65%. Class C returns prior to September 10, 1992 are
those of Institutional Class which has no 12b-1 fee. If Class C's
12b-1 fee had been reflected, total returns prior to June 30, 1994
would have been lower. 
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Institutional Class of Equity Income would have
grown to $_______.
EQUITY INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Equity Income on    December     1, 1987, the
net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $______. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$______ for dividends and $_____ for capital gain distributions.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class A of Balanced would have grown to
$_______, including the effect of Class A's maximum 5.75% sales
charge.
BALANCED - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Balanced on    November     1, 1987, assuming the 5.75% maximum sales
charge had been in effect, the net amount invested in Class A shares
was $______. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $_____. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $____ for dividends and $____ for capital gain
distributions. Initial offering of Class A    of     Balanced took
place on September 3, 1996. Class A returns prior to September 3, 1996
are those of Class T which reflect a 12b-1 fee of 0.50% (0.65% prior
to January 1, 1996). If Class A's 12b-1 fee had been reflected   ,    
total returns prior to September 3, 1996 would have been higher.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class T of Balanced would have grown to
$_______, including the effect of Class T's maximum 3.50% sales
charge.
BALANCED - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Balanced on    November     1, 1987, assuming the 3.50% maximum sales
charge had been in effect, the net amount invested in Class T shares
was $   ______    . The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_____. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $____ for dividends and $_____ for capital gain
distributions.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class B of Balanced would have grown to $_____.
BALANCED - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Balanced on    November     1, 1987, the net amount invested in Class
B shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_____. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $_____ for capital
gain distributions. Initial offering of Class B of Balanced took place
on December 31, 1996. Class B returns prior to December 31, 1996 are
those of Class T which reflect a 12b-1 fee of 0.50% (0.65% prior to
January 1, 1996). If Class B's 12b-1 fee had been reflected, total
returns prior to December 31, 1996 would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class C of Balanced would have grown to $______.
BALANCED - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
Balanced on    November     1, 1987, the net amount invested in Class
C shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $_____ for capital
gain distributions.    Initial offering of Class C of Balanced took
place on November 3, 1997.     Class C returns from October 31, 1997
through December 31, 1996 are those of Class B which reflect a 12b-1
fee of 1.00%. Class C returns prior to December 31, 1996 are those of
Class T which reflect a 12b-1 fee of 0.50% (0.65% prior to January 1,
1996). If Class C's 12b-1 fee had been reflected, total returns prior
to December 31, 1996 would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Institutional Class of Balanced would have grown
to $______.
BALANCED - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Balanced on    November 1    , 1987, the net
amount invested in Institutional Class shares was $10,000. The cost of
the initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $______. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $_____ for
dividends and $____ for capital gain distributions. Initial offering
of Institutional Class of Balanced took place on July 3, 1995.
Institutional Class returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.65%. Total returns for Institutional
Class prior to July 3, 1995 would have been higher if Class T's 12b-1
fee had not been reflected.
During the period from March 10, 1994 (commencement of operations of
the fund) to December 31, 1997, a hypothetical $10,000 investment in
Class A of Emerging Markets Income would have grown to $______,
including the effect of Class A's maximum 4.75% sales charge.
EMERGING MARKETS INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>           <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period        Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended         Initial      Reinvested      Reinvested      Value   500          of         
December 31   $10,000      Dividend        Capital Gain                         Living**   
              Investment   Distributions   Distributions                                   
 
                                                                                           
 
                                                                                           
 
                                                                                           
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995                                              
 
1994*                                             
 
* From March 10, 1994 (commencement of operations).
** From month-end preceding commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Emerging Markets Income on March 10, 1994, assuming the 4.75% maximum
sales charge had been in effect, the net amount invested in Class A
shares was $_____. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $______ for dividends and $_____ for capital
gain distributions. Initial offering of Class A for Emerging Markets
Income took place on September 3, 1996. Class A returns    prior to
    September 3, 1996 are those of Class T which reflect a 12b-1 fee
of 0.25%.    I    f Class A's 12b-1 fee had been reflected, total
returns prior to September 3, 1996        would have been
highe   r.    
During the period from March 10, 1994 (commencement of operations of
the fund) to December 31, 1997, a hypothetical $10,000 investment in
Class T of Emerging Markets Income would have grown to $_____,
including the effect of Class T's maximum 3.50% sales charge.
EMERGING MARKETS INCOME - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>           <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period        Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended         Initial      Reinvested      Reinvested      Value   500          of         
December 31   $10,000      Dividend        Capital Gain                         Living**   
              Investment   Distributions   Distributions                                   
 
                                                                                           
 
                                                                                           
 
                                                                                           
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995                                              
 
1994*                                             
 
* From March 10, 1994 (commencement of operations).
** From month-end preceding commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Emerging Markets Income on March 10, 1994, assuming the 3.50% maximum
sales charge had been in effect, the net amount invested in Class T
shares was    $_______    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_____. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $_____ for
capital gain distributions.
During the period from March 10, 1994 (commencement of operations of
the fund) to December 31, 1997, a hypothetical $10,000 investment in
Class B of Emerging Markets Income would have grown to $______   .    
EMERGING MARKETS INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>           <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period        Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended         Initial      Reinvested      Reinvested      Value   500          of         
December 31   $10,000      Dividend        Capital Gain                         Living**   
              Investment   Distributions   Distributions                                   
 
                                                                                           
 
                                                                                           
 
                                                                                           
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995                                              
 
1994*                                             
 
* From March 10, 1994 (commencement of operations).
** From month-end preceding commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Emerging Markets Income on March 10, 1994,    the     net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $_____. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $____ for dividends and
$____ for capital gain distributions. Initial offering of Class B of
Emerging Markets Income took place on June 30, 1994. Class B returns
prior to June 30, 1994 are those of Class T which reflect a 12b-1 fee
of 0.25%. If Class B's 12b-1 fee        had been reflected, total
returns prior to June 30, 1994 would have been lower.
During the period from March 10, 1994 (commencement of operations of
the fund) to December 31, 1997, a hypothetical $10,000 investment in
Class C of Emerging Markets Income would have grown to $______.
EMERGING MARKETS INCOME - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>           <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period        Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended         Initial      Reinvested      Reinvested      Value   500          of         
December 31   $10,000      Dividend        Capital Gain                         Living**   
              Investment   Distributions   Distributions                                   
 
                                                                                           
 
                                                                                           
 
                                                                                           
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995                                              
 
1994*                                             
 
* From March 10, 1994 (commencement of operations).
** From month-end preceding commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Emerging Markets Income on March 10, 1994, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $____ for
capital gain distributions.    Initial offering of Class C of Emerging
Markets Income took place on November 3, 1997.     Class C returns
   prior to     November 3, 1997 through June 30, 1994 are those of
Class B which reflect a 12b-1 fee of 0.90% (1.00% prior to January 1,
1996). Class C returns prior to June 30, 1994 are those of Class T
which reflect a 12b-1 fee of 0.25%. If Class C's 12b-1 fee had been
reflected, total returns    from     June 30, 1997 through    prior to
January 1, 1996 an    d prior to June 30, 1994 would have been lower.
During the period from March 10, 1994 (commencement of operations of
the fund) to December 31, 1997, a hypothetical $10,000 investment in
Institutional Class of Emerging Markets Income would have grown to
$_______.
EMERGING MARKETS INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>           <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period        Value of     Value of        Value of        Total   S&P   DJIA   Cost       
Ended         Initial      Reinvested      Reinvested      Value   500          of         
December 31   $10,000      Dividend        Capital Gain                         Living**   
              Investment   Distributions   Distributions                                   
 
                                                                                           
 
                                                                                           
 
                                                                                           
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995                                              
 
1994*                                             
 
* From March 10, 1994 (commencement of operations).
** From month-end preceding commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Emerging Markets Income on March 10, 1994, the
net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $______. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$______ for dividends and $____ for capital gain distributions.
Initial offering of Institutional Class of Emerging Markets Income
took place on July 3, 1995. Institutional Class returns prior to July
3, 1995 are those of Class T which reflect a 12b-1 fee of 0.25%.   
    Total    r    eturns for Institutional Class prior to July 3, 1995
would have been higher if Class T's 12b-1 fee had not been reflected.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class A of High Yield would have grown to
$______, including the effect of Class A's maximum 4.75% sales charge.
HIGH YIELD - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
October 31     Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
High Yield on    November     1, 1987, assuming the 4.75% maximum
sales charge had been in effect, the net amount invested in Class A
shares was $   ______    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $____ for dividends and $___ for capital
gain distributions. Initial offering of Class A    of     High Yield
took place on September 3, 1996. Class A returns prior to September 3,
1996 are those of Class T which reflect a 12b-1 fee of 0.   25    %.
If Class A's 12b-1 fee had been reflected, total returns prior to
September 3, 1996    would     have been lower.
During the 10-year period ended from October 31, 1997, a hypothetical
$10,000 investment in Class T of High Yield would have grown to
$_______, including the effect of Class T's maximum 3.50% sales
charge.
HIGH YIELD - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
October 31     Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
High Yield on    November     1, 1987, assuming the 3.50% maximum
sales charge had been in effect, the net amount invested in Class T
shares was $   _____    . The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $______ for dividends and $____ for capital
gain distributions.
During the 10-year period ended from October 31, 1997, a hypothetical
$10,000 investment in Class B of High Yield would have grown to
$______.
HIGH YIELD - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
October 31     Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
High Yield on    November     1, 1987, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $_____ for
capital gain distributions. Initial offering of Class B of High Yield
took place on June 30, 1994. Class B returns prior to June 30, 1994
are those of Class T which reflect a 12b-1 fee of 0.25%. If Class B's
12b-1 fee        had been reflected, total returns prior to June 30,
1994 would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class C of High Yield would have grown to
$_______.
HIGH YIELD - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
October 31     Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
High Yield on    November     1, 1987, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_____. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $____ for
capital gain distributions.    Initial offering of Class C of High
Yield took place on November 3, 1997.     Class C returns        prior
to October 31, 1997 through June 30, 1994 are those of Class B which
reflect a 12b-1 fee of 0.90% (1.00% prior to January 1, 1996). Class C
returns prior to June 30, 1994 are those of Class T which reflect a
12b-1 fee of 0.25%. If Class C's 12b-1 fee had been reflected, total
returns    from October 31, 1997 through prior to January 1    ,
199   6     and prior to June 30, 1994 would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Institutional Class of High Yield would have
grown to $______.
HIGH YIELD - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
October 31     Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of High Yield on    November     1, 1987, the net
amount invested in Institutional Class shares was $10,000. The cost of
the initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $_____. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $______ for
dividends and $____ for capital gain distributions. Initial offering
of Institutional Class of High Yield took place on July 3, 1995.
Institutional Class returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.25%.        Total    r    eturns for
Institutional Class prior to July 3, 1995 would have been higher if
Class T's 12b-1 fee had not been reflected.
During the period from October 31, 1994 (commencement of operations of
the fund) to    December     31, 1997, a hypothetical $10,000
investment in Class A of Strategic Income would have grown to $______,
including the effect of Class A's maximum 4.75% sales charge.
STRATEGIC INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
December 31    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995*                                             
 
* From October 31, 1994 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Strategic Income on October 31, 1994, assuming the 4.75% maximum sales
charge had been in effect, the net amount invested in Class A shares
was $   ______    . The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $____ for capital gain
distributions. Initial offering of Class A    of     Strategic Income
took place on September 3, 1996. Class A returns prior to September 3,
1996 are those of Class T        which reflect a 12b-1 fee of
0.   2    5%.    I    f Class A's 12b-1 fee had been reflected, total
returns prior to September 3, 199   6     would have been higher.
During the 10-year period ended from October 31, 1994 (commencement of
operations of the fund) to    December     31, 1997, a hypothetical
$10,000 investment in Class T of Strategic Income would have grown to
$_______, including the effect of Class T's maximum 3.50% sales
charge.
STRATEGIC INCOME - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
December 31    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995*                                             
 
* From October 31, 1994 (commencement of operations).
** From month-end following commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Strategic Income on October 31, 1994, assuming the 3.50% maximum sales
charge had been in effect, the net amount invested in Class T shares
was $   ______    . The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $_____ for capital
gain distributions.
During the period from October 31, 1994 (commencement of operations of
the fund) to    December     31, 1997, a hypothetical $10,000
investment in Class B of Strategic Income would have grown to
$_______   .    
STRATEGIC INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
December 31    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995*                                             
 
* From October 31, 1994 (commencement of operations).
** From month-end following commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in Class B of
Strategic Income on October 31, 1994,    th    e net amount invested
in Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $____ for
capital gain distributions.
During the period from October 31, 1994 (commencement of operations of
the fund) to    December     31, 1997, a hypothetical $10,000
investment in Class C of Strategic Income would have grown to
$_______.
STRATEGIC INCOME - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
December 31    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995*                                             
 
* From October 31, 1994 (commencement of operations).
** From month-end following commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in Class C of
Strategic Income on October 31, 1994, the net amount invested in Class
C shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $______ for dividends and $_____ for capital
gain distributions.    Initial offering of Class C of Strategic Income
took place on November 3, 1997.     Class C returns    prior to
November 3, 1997     are those of Class B which reflect a 12b-1 fee of
0.90% (1.00% prior to January 1, 1996). If Class C's 12b-1 fe   es    
had been reflected, total returns after December 31, 1995 would have
been lower.
During the period from October 31, 1994 (commencement of operations of
the fund) to    December 31,     1997, a hypothetical $10,000
investment in Institutional Class of Strategic Income would have grown
to $_________.
STRATEGIC INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
December 31    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995*                                             
 
* From October 31, 1994 (commencement of operations).
** From month-end following commencement of fund operations.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Strategic Income on October 31, 1994, the net
amount invested in Institutional Class shares was $10,000. The cost of
the initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $______. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $_____ for
dividends and $_____ for capital gain distributions. Initial offering
of Institutional Class of Strategic Income took place on July 3, 1995.
Institutional Class returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.25%. Total returns for Institutional
Class prior to July 3, 1995 would have been higher if Class T's 12b-1
fee had not been reflected.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class A of Mortgage Securities would have grown
to $_______, including the effect of Class A's maximum 4.75% sales
charge.
MORTGAGE SECURITIES - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Mortgage Securities on    November     1, 1987, assuming the 4.75%
maximum sales charge had been in effect, the net amount invested in
Class A shares was $   ______    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $____ for
capital gain distributions. Initial offering of Class A of Mortgage
Securities took place on March 3, 1997. Class A returns prior to March
3, 1997 are those of Initial Class which has no 12b-1 fee. If Class
A's 12b-1 fee had been reflected, total returns prior to March 3, 1997
would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class T of Mortgage Securities would have grown
to $_______, including the effect of Class T's maximum 3.50% sales
charge.
MORTGAGE SECURITIES - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Mortgage Securities on    November     1, 1987, assuming the 3.50%
maximum sales charge had been in effect, the net amount invested in
Class T shares was $   _____    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $____ for
capital gain distributions. Initial offering of Class T of Mortgage
Securities took place on March 3, 1997. Class T returns prior to March
3, 1997 are those of Initial Class which has no 12b-1 fee. If Class
T's 12b-1 fee had been reflected, total returns prior to March 3, 1997
would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class B of Mortgage Securities would have grown
to $   ________    .
MORTGAGE SECURITIES - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Mortgage Securities on    November     1, 1987, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $_____ for dividends
and $____ for capital gain distributions. Initial offering of Class B
of Mortgage Securities took place on March 3, 1997. Class B returns
prior to March 3, 1997 are those of Initial Class which has no 12b-1
fee. If Class B's 12b-1 fees had been reflected, total returns prior
to March 3, 1997 would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Institutional Class of Mortgage Securities would
have grown to $______.
MORTGAGE SECURITIES - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Mortgage Securities on    November     1, 1987,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $_______. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$_____ for dividends and $_____ for capital gain distributions.
Initial offering of Institutional Class of Mortgage Securities took
place on March 3, 1997. Returns prior to March 3, 1997 are those of
Initial Class which has no 12b-1 fee.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Initial Class of Mortgage Securities would have
grown to $________.
MORTGAGE SECURITIES - INITIAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Initial
Class of Mortgage Securities on    November 1    , 1987, the net
amount invested in Initial Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $_______. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $______ for
dividends and $_____ for capital gain distributions.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class A of Government Investment would have
grown to $_________, including the effect of Class A's maximum 4.75%
sales charge.
GOVERNMENT INVESTMENT - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Government Investment on    November 1    , 1987, assuming the 4.75%
maximum sales charge had been in effect, the net amount invested in
Class A shares was $   _______    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $_____ for
capital gain distributions. Initial offering of Class A for Government
Investment took place on September 3, 1996. Class A returns from
September 3, 1996        are those of Class T which reflect a 12b-1
fee of 0.25%.        If Class A's 12b-1 fee had been reflected, total
returns prior to September 3, 1996 would have been highe   r.    
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class T of Government Investment would have
grown to $________, including the effect of Class T's maximum 3.50%
sales charge.
GOVERNMENT INVESTMENT - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Government Investment on    November     1, 1987, assuming the 3.50%
maximum sales charge had been in effect, the net amount invested in
Class T shares was $   _____    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $_____ for
capital gain distributions.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class B of Government Investment would have
grown to $_______.
GOVERNMENT INVESTMENT - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Government Investment on    November     1, 1987, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $_______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $_____ for dividends
and $____ for capital gain distributions.    Initial offering of Class
B of Government Investment took place on June 30, 1994. Class B
returns prior to June 30, 1994 are those of Class T which reflect a
12b-1 fee of 0.25%. If Class B's 12b-1 fee had been reflected, total
returns prior to June 30, 1994 would have been lower.    
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class C of Government Investment would have
grown to $________.
GOVERNMENT INVESTMENT - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
Government Investment on    November     1, 1987 the net amount
invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $_______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $______ for dividends
and $_____ for capital gain distributions.    Initial offering of
Class C of Government Investment took place on November 3, 1997.
    Class C returns    f    rom    October 31    , 1997 through June
30, 1994 are those of Class B which reflect a 12b-1 fee of 0.90%
(1.00% prior to January 1, 1996). Class C returns prior to June 30,
1994 are those of Class T which reflect a 12b-1 fee of 0.25%. If Class
C's 12b-1 fee had been reflected, total returns prior to    October
31    , 1997 through December 31, 1995 and prior to June 30, 1994
would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Institutional Class of Government Investment
would have grown to $_______.
GOVERNMENT INVESTMENT - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Government Investment on    November     1,
1987, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $   ______    . If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $   ______     for dividends and $   ______    
for capital gain distributions. Initial offering of Institutional
Class of Government Investment took place on July 3, 1995.
Institutional Class returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.25%. Total Returns for Institutional
Class prior to July 3, 1995 would have been higher if Class T's 12b-1
fee had not been reflected.
During the 10-year period ended November 3   0    , 1997, a
hypothetical $10,000 investment in Class A of Intermediate Bond would
have grown to $_______, including the effect of Class A's maximum
3.75% sales charge.
INTERMEDIATE BOND - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Intermediate Bond on    December 1    , 1987 assuming the 3.75%
maximum sales charge had been in effect, the net amount invested in
Class A shares was $   _______    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $________. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $_____ for
capital gain distributions. Initial offering of Class A    of    
Intermediate Bond took place on September 3, 1996. Class A returns
from September 3, 1996 through September 10, 1992 are those of Class T
which reflect a 12b-1 fee of 0.25%. Class A returns prior to September
10, 1992 are those of Institutional Class which has no 12b-1 fee. If
Class A's 12b-1 fee had been reflected, total returns prior to
September 3, 1996 through September 10, 1992 would have been higher
and total returns prior to September 10, 1992 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class T of Intermediate Bond would have grown to
$_______, including the effect of Class T's maximum 2.75% sales
charge.
INTERMEDIATE BOND - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Intermediate Bond on    December     1, 1987 assuming the 2.75%
maximum sales charge had been in effect, the net amount invested in
Class T shares was $   ______    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $____ for
capital gain distributions. Initial offering of Class T of
Intermediate Bond took place on September 10, 1992. Class T returns
prior to September 10, 1992 are those of Institutional Class which has
no 12b-1 fee. If Class T's 12b-1 fee had been reflected, total returns
prior to September 10, 1992 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class B of Intermediate Bond would have grown to
$_______.
INTERMEDIATE BOND - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Intermediate Bond on    December     1   ,     1987, the net amount
invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $_______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $_____ for dividends
and $_____ for capital gain distributions. Initial offering of Class B
of Intermediate Bond took place on June 30, 1994. Class B returns
prior to June 30, 1994 through September 10, 1992 are those of Class T
which reflect a 12b-1 fee of 0.25%. Class B returns prior to September
10, 1992 are those of Institutional Class which has no 12b-1 fee. If
Class B's 12b-1 fee had been reflected, total returns prior to June
30, 1994 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class C of Intermediate Bond would have grown to
$________.
INTERMEDIATE BOND - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Intermediate Bond on    December     1, 1987, the net amount invested
in Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $_____ for
capital gain distributions.    Initial offering of Class C of
Intermediate Bond took place on November 3, 1997.     Class C returns
prior to November 3, 1997 through June 30, 1994 are those of Class B
which reflect a 12b-1 fee of 0.90% (1.00% prior to January 1, 1996).
Class C returns prior to June 30, 1994 through September 10, 1992 are
those of Class T which reflect a 12b-1 fee of 0.25%. Class C returns
prior to September 10, 1992 are those of Institutional Class which has
no 12b-1 fee. If Class C's 12b-1 fee had been reflected, total returns
prior to May 31, 1997 through December 31, 1995 and prior to June 30,
1994 would have been lower. 
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class C of Intermediate Bond would have grown to
$_________.
INTERMEDIATE BOND - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
1997            $            $               $               $       $     $      $       
 
1996                                                                                      
 
1995                                                                                      
 
1994                                                                                      
 
1993                                                                                      
 
1992                                                                                      
 
1991                                                                                      
 
1990                                                                                      
 
1989                                                                                      
 
1988                                                                                      
 
</TABLE>
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Intermediate Bond on    December     1, 1987,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $________. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$______ for dividends and $_____ for capital gain distributions.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class A of Short Fixed-Income would have grown
to $_______, including the effect of Class A's maximum 1.50% sales
charge.
SHORT FIXED-INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Short Fixed-Income on    November 1    , 1987, assuming the 1.50%
maximum sales charge had been in effect, the net amount invested in
Class A shares was $   _____    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $____ for
capital gain distributions. Initial offering of Class A    of
    Short Fixed-Income took place on September 3, 1996. Class A
returns prior to September 3, 1996 are those of Class T        which
reflect a 12b-1 fee of 0.15%.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class T of Short Fixed-Income would have grown
to $_______, including the effect of Class T's maximum 1.50% sales
charge.
SHORT FIXED-INCOME - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Short Fixed-Income on    November 1    , 1987, assuming the 1.50%
maximum sales charge had been in effect, the net amount invested in
Class T shares was $   _____    . The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $_______ for
capital gain distributions.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class C of Short-Fixed Income would have grown
to $_________.
SHORT        FIXED   -    INCOME - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
Short-Fixed Income on    November 1,     1987, the net amount invested
in Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $_____ for
capital gain distributions.    Initial offering of Class C Short
Fixed-Income took place on November 3, 1997.     Class C returns for
Short Fixed-Income    for the period ended     October 31, 1997 are
those of Class T which reflect a 12b-1 fee of 0.15%. If Class C's
12b-1 fee had been reflected, total returns would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Institutional Class of Short Fixed-Income would
have grown to $________.
SHORT FIXED-INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Short Fixed-Income on    November 1    , 1987,
the net amount invested Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $_______. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$______ for dividends and $____ for capital gain distributions.
Initial offering of Institutional Class of Short Fixed-Income took
place on July 3, 1995. Institutional Class returns prior to July 3,
1995 are those of Class T which reflect a 12b-1 fee of 0.15%. Total
   r    eturns for Institutional Class prior to July 3, 1995 would
have been higher if Class T's 12b-1 fee had not been reflected.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class A of Municipal Income would have grown to
$_______, including the effect of Class A's maximum 4.75% sales
charge.
MUNICIPAL INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
   Explanatory Notes: With an initial investment of $10,000 in Class A
of Municipal Income on November 1, 1987, assuming the 4.75% maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,525. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $_______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $______ for dividends and $_____ for capital
gain distributions. Initial offering of Class A of Municipal Income
took place on September 3, 1996. Class A returns prior to September 3,
1996 are those of Class T which reflect a 12b-1 fee of 0.25%. If Class
A's 12b-1 fee had been reflected, total returns prior to September 3,
1996 would have been higher.    
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class T of Municipal Income would have grown to
$_______, including the effect of Class T's maximum 3.50% sales
charge.
MUNICIPAL INCOME - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Municipal Income on N   o    vember 1, 1987, assuming the 3.50%
maximum sales charge had been in effect, the net amount invested in
Class T shares was $9,650. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $_____ for dividends and $____ for
capital gain distributions.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class B of Municipal Income would have grown to
$_______.
MUNICIPAL INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Municipal Income on N   o    vember 1, 1987, the net amount invested
in Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $_____ for
capital gain distributions. Initial offering of Class B of Municipal
Income took place on June 30, 1994. Class B returns prior to June 30,
1994 are those of Class T which reflect a 12b-1 fee of 0.25%. If Class
B's 12b-1 fee had been reflected, total returns prior to June 30, 1994
would have been lower.
During the 10-year period ended October 31, 1997, a hypothetical
$10,000 investment in Class C of Municipal Income would have grown to
$_________.
MUNICIPAL INCOME - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
Municipal Income on November 1, 1987, the net amount invested in Class
C shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $______. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $______ for dividends and $____ for capital
gain distributions.    Initial offering of Class C of Municipal Income
took place on November 3, 1997    . Class C returns for Municipal
Income    from     October 31, 1997 through June 30, 1994 are those of
Class B which reflect a 12b-1 fee of 0.90% (1.00% prior to January 1,
1996). Class C returns prior to June 30, 1994 are those of Class T
which reflect a 12b-1 fee of 0.25%. If Class C's 12b-1 fee had been
reflected, total returns from October 31, 1997 t   hrough December 31,
1995     and prior to June 30, 1994 would have been lower.
During the 10   -    year period ended October 31, 1997, a
hypothetical $10,000 investment in Institutional Class of Municipal
Income would have grown to $_______.
MUNICIPAL INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
October 31     Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Municipal Income on    November 1    , 1987,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $______. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$______ for dividends and $____ for capital gain distributions.
Initial offering of Institutional Class of Municipal Income took place
on July 3, 1995. Institutional Class returns prior to July 3, 1995 are
those of Class T which reflect a 12b-1 fee of 0.25%. Total
   r    eturns for Institutional Class prior to July 3, 1995 would
have been higher if Class T's 12b-1 fee had not been reflected.
During the 10-   y    ear period ended December 31, 1997, a
hypothetical $10,000 investment in Initial Class of Municipal Bond
would have grown to $________.
MUNICIPAL BOND - INITIAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
Dec. 31        Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Initial
Class of Municipal Bond on    November 1    , 1987, the net amount
invested in Initial Class shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $_____ for dividends
and $_____ for capital gain distributions.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class A of Intermediate Municipal Income would
have grown to $______, including the effect of Class A's maximum 3.75%
sales charge.
INTERMEDIATE MUNICIPAL INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class A of
Intermediate Municipal Income on December 1,    1987    , assuming the
3.75% maximum sales charge had been in effect, the net amount invested
in Class A shares was $9,625. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $____ for
capital gain distributions. Initial offering of Class A    of    
Intermediate Municipal Income took place on September 3, 1996. Class A
returns from September 3, 1996 through September 10, 1992 are those of
Class T which reflect a 12b-1 fee of 0.25%. Class A returns prior to
September 10, 1992 are those of Institutional Class which has no 12b-1
fee. If Class A's 12b-1 fee had been reflected, total returns prior to
September 3, 1996 through September 10, 1992 would have been higher
and total returns prior to September 10, 1992 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class T of Intermediate Municipal Income would
have grown to $______, including the effect of Class T's maximum 2.75%
sales charge.
INTERMEDIATE MUNICIPAL INCOME - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class T of
Intermediate Municipal Income on    December     1, 1987, assuming the
2.75% maximum sales charge had been in effect, the net amount invested
in Class T shares was $   ________    . The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $________. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $_____ for dividends
and $______ for capital gain distributions. Initial offering of Class
T of Intermediate Municipal Income took place on September 10, 1992.
Class T returns prior to September 10, 1992 are those of Institutional
Class which has no 12b-1 fee. If Class T's 12b-1 fee had been
reflected, total returns prior to September 10, 1992 would have been
lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class B of Intermediate Municipal Income would
have grown to $_______.
INTERMEDIATE MUNICIPAL INCOME - CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class B of
Intermediate Municipal Income on    December     1, 1987, the net
amount invested in Class B shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $_______. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $______ for dividends
and $____ for capital gain distributions. Initial offering of Class B
of Intermediate Municipal Income took place on June 30, 1994. Class B
returns prior to June 30, 1994 through September 10, 1992 are those of
Class T which reflect a 12b-1 fee of 0.25%. Class B returns prior to
September 10, 1992 are those of Institutional Class which has no 12b-1
fee. If Class B's 12b-1 fee had been reflected, total returns prior to
June 30, 1994 would have been lower.
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Class C of Intermediate Municipal Income would
have grown to $______.
INTERMEDIATE MUNICIPAL INCOME - CLASS C   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in Class C of
Intermediate Municipal Income on    December     1, 1987, the net
amount invested in Class C shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $________. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $_____ for dividends
and $____ for capital gain distributions.    Initial offering of Class
C of Intermediate Municipal Income took place on November 3, 1997.
    Class C returns prior to November 3, 1997 through June 30, 1994
are those of Class B which reflect a 12b-1 fee of 0.90% (1.00% prior
to January 1, 1996). Class C returns prior to June 30, 1994 through
September 10, 1992 are those of Class T which reflect a 12b-1 fee of
0.25%. Class C returns prior to September 10, 1992 are those of
Institutional Class which has no 12b-1 fee. If Class C's 12b-1 fee had
been reflected, total returns prior to    November 3,     1997 through
December 31, 1995 and prior to June 30, 1994 would have been lower. 
During the 10-year period ended November 30, 1997, a hypothetical
$10,000 investment in Institutional Class of Intermediate Municipal
Income would have grown to $_________.
INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost     
November 30    Initial      Reinvested      Reinvested      Value   500          of       
               $10,000      Dividend        Capital Gain                         Living   
               Investment   Distributions   Distributions                                 
 
                                                                                          
 
                                                                                          
 
                                                                                          
 
</TABLE>
 
1997    $     $     $     $     $     $     $    
 
1996                                             
 
1995                                             
 
1994                                             
 
1993                                             
 
1992                                             
 
1991                                             
 
1990                                             
 
1989                                             
 
1988                                             
 
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Intermediate Municipal Income on    December
1,     1987, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $______. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $____ for capital gain
distributions.
During the period March 16, 1994 (commencement of operations of the
fund) to November 30, 1997, a hypothetical $10,000 investment in Class
A of Short-Intermediate Municipal Income would have grown to
$_________, including the effect of Class A's maximum 1.50% sales
charge.
SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
November 30    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995                                              
 
1994*                                             
 
* From March 16, 1994 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class A of
Short-Intermediate Municipal Income on March 16, 1994, assuming the
1.50% maximum sales charge had been in effect, the net amount invested
in Class A shares was $9,850. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $______ for dividends and $____ for
capital gain distributions. Initial offering of Class A    of
Short-Intermediate Municipal Income     took place on September 3,
1996. Class A returns prior to September 3, 1996 are those of Class T,
which reflect a 12b-1 fee of 0.15%.
During the period March 16, 1994 (commencement of operations of the
fund) to November 30, 1997, a hypothetical $10,000 investment in Class
T of Short-Intermediate Municipal Income would have grown to
$___________, including the effect of Class T's maximum 1.50% sales
charge.
SHORT-INTERMEDIATE MUNICIPAL INCOME - CLASS T   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
November 30    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995                                              
 
1994*                                             
 
* From March 16, 1994 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in Class T of
Short-Intermediate Municipal Income on March 16, 1994, assuming the
1.50% maximum sales charge had been in effect, the net amount invested
in Class T shares was $9,850. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $__________. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $______ for dividends
and $________ for capital gain distributions.
During the period March 16, 1994 (commencement of operations of the
fund) to November 30, 1997, a hypothetical $10,000 investment in
Institutional Class of Short-Intermediate Municipal Income would have
grown to $_______.
SHORT-INTERMEDIATE MUNICIPAL INCOME - INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>        
Period Ended   Value of     Value of        Value of        Total   S&P   DJIA   Cost       
November 30    Initial      Reinvested      Reinvested      Value   500          of         
               $10,000      Dividend        Capital Gain                         Living**   
               Investment   Distributions   Distributions                                   
 
                                                                                            
 
                                                                                            
 
                                                                                            
 
</TABLE>
 
1997     $     $     $     $     $     $     $    
 
1996                                              
 
1995                                              
 
1994*                                             
 
* From March 16, 1994 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Short-Intermediate Municipal Income on March
16, 1994, the net amount invested in Institutional Class shares was
$10,000. The cost of the initial investment ($10,000) together with
the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $________. If distributions had not
been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $_____ for dividends and $_____ for capital
gain distributions. Initial offering of Institutional Class of
Short-Intermediate Municipal Income took place on July 3, 1995.
Institutional Class returns prior to July 3, 1995 are those of Class T
which reflect a 12b-1 fee of 0.15%. Total    r    eturns for
Institutional Class prior to July 3, 1995 would have been higher if
Class T's 12b-1 fee had not been reflected.
INTERNATIONAL INDICES, MARKET CAPITALIZATION, AND NATIONAL STOCK
MARKET RETURN. The following tables show the total market
capitalization of certain countries according to the Morgan Stanley
Capital International Indices database, the total market
capitalization of Latin American countries according to the    Morgan
Stanley Capital International     Emerging Market database, and the
performance of national stock markets as measured in U.S. dollars by
the    Morgan Stanley Capital International     stock market indices
for the twelve months ended    October 31, 1997    . Of course, these
results are not indicative of future stock market performance or the
classes' performance. Market conditions during the periods measured
fluctuated widely. Brokerage commissions and other fees are not
factored into the values of the indices.
MARKET CAPITALIZATION. Companies outside the U   .S.     now make up
   over one-half     of the world's stock market capitalization.
According to    Morgan Stanley Capital International    , the size of
the markets as measured in U.S. dollars grew from $   5749.5 ($10078.9
including the U.S.) billion in 1996 to     to $   6207.8 ($12040.3
including the U.S.)     billion in 1997. 
The following table measures the    total     market capitalization of
certain countries according to the MSCI indices database. The value of
the markets are measured in billions of U.S. dollars as of October 31,
1997.
TOTAL MARKET CAPITALIZATION
Australia    $    152.6       Japan                 $    1693.1          
 
Austria      $    24.6        Netherlands           $    327.9           
 
Belgium      $    73.4        Norway                $    34.2            
 
Canada       $    308.3       Singapore/Malaysia    $    54.0/62.8       
 
Denmark      $    61.8        Spain                 $    146.1           
 
France       $    419.5       Sweden                $    155.8           
 
Germany      $    543.1       Switzerland           $    428.3           
 
Hong Kong    $    167.7       United Kingdom        $    1246.6          
 
Italy        $    215.6       United States         $    5832.5          
 
The following table measures the total market capitalization of Latin
American countries according to the    Morgan Stanley Capital
International     Emerging Markets database. The value of the markets
is measured in millions of U.S. dollars as of    October 31, 1997.    
TOTAL MARKET CAPITALIZATION - LATIN AMERICA                    
 
Argentina                                     $    33.1        
 
Brazil                                        $    122.1       
 
Chile                                         $    36.3        
 
Colombia                                      $    8.7         
 
Mexico                                        $    94.7        
 
Venezuela                                     $    14.0        
 
   Peru                                          $ 10.0        
 
Total Latin America                           $    410.5       
 
NATIONAL STOCK MARKET PERFORMANCE. Certain national stock markets have
outperformed the U.S. stock market. The first table below represents
the performance of national stock markets as measured in U.S. dollars
by the    Morgan Stanley Capital International     stock market
indices for the twelve months ended October 31, 1997. The second table
shows the same performance as measured in local currency. Each table
measures total return based on the period's change in price, dividends
paid on stocks in the index, and the effect of reinvesting dividends
net of any applicable foreign taxes. These are unmanaged indices
composed of a sampling of selected companies representing an
approximation of the market structure of the designated country.
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN U.S. DOLLARS 
Australia        -7.7    %    Japan                     -18.2    %          
 
Austria          5.8    %     Netherlands               32.4    %           
 
Belgium          13.7    %    Norway                    31.5    %           
 
Canada           17.5    %    Singapore/Malaysia         -26.9/-57.2    %   
 
Denmark          31.6    %    Spain                     37.8    %           
 
France           12.6    %    Sweden                    22.9    %           
 
Germany          20.6    %    Switzerland               30.9    %           
 
Hong Kong        -17.5    %   United Kingdom            28.6    %           
 
Italy            33.2    %    United States             32.3    %           
 
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN LOCAL CURRENCY 
Australia        3.9    %     Japan                     -13.5    %          
 
Austria          20.3    %    Netherlands               51.5    %           
 
Belgium          29.4    %    Norway                    44.4    %           
 
Canada           23.5    %    Singapore/Malaysia         -18.4/-43.2    %   
 
Denmark          48.4    %    Spain                     57.1    %           
 
France           26.9    %    Sweden                    40.1    %           
 
Germany          37.1    %    Switzerland               45.3    %           
 
Hong Kong        -17.5    %   United Kingdom            24.9    %           
 
Italy            48.4    %    United States             32.3    %           
                                                                            
 
The following table shows the average annualized stock market returns
measured in U.S. dollars as of October 31, 1997. 
STOCK MARKET PERFORMANCE
 
<TABLE>
<CAPTION>
<S>              <C>                                 <C>                                
                 FIVE YEARS ENDED OCTOBER 31, 1997   TEN YEARS ENDED OCTOBER 31, 1997   
 
Germany               17.57    %                          13.96    %                    
 
Hong Kong             35.86    %                          30.10    %                    
 
Japan                 8.03    %                           2.29    %                     
 
Spain                 23.72    %                          10.90    %                    
 
United Kingdom        17.87    %                          13.55    %                    
 
United States         17.67    %                          16.51    %                    
 
</TABLE>
 
PERFORMANCE COMPARISONS. A class's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Analytical Services, Inc.
(Lipper), an independent service located in Summit, New Jersey that
monitors the performance of mutual funds. Generally, Lipper rankings
are based on total return, assume reinvestment of distributions, do
not take sales charges or trading fees into consideration, and are
prepared without regard to tax consequences. Lipper may also rank bond
funds based on yield. In addition to mutual fund rankings, performance
may be compared to stock, bond, and money market mutual fund
performance indices prepared by Lipper or other organizations. When
comparing these indices, it is important to remember the risk and
return characteristics of each type of investment. For example, while
stock mutual funds may offer higher potential returns, they also carry
the highest degree of share price volatility. Likewise, money market
funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual funds.
From time to time, performance may also be compared to other mutual
funds tracked by financial or business publications and periodicals.
For example, a class may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that
rates mutual funds on the basis of risk-adjusted performance. Rankings
that compare the performance of Fidelity funds to one another in
appropriate categories over specific periods of time may also be
quoted in advertising.
A class's performance may also be compared to that of a benchmark
index representing the universe of securities in which the fund may
invest. The total return of a benchmark index reflects reinvestment of
all dividends and capital gains paid by securities included in the
index. Unlike a class returns, however, the index returns do not
reflect brokerage commissions, transaction fees, or other costs of
investing directly in the securities included in the index.
Each of TechnoQuant Growth, Equity Growth, Growth Opportunities,
Strategic Opportunities, Large Cap, Growth & Income, Equity Income,
and Balanced may compare its performance to that of the Standard &
Poor's 500 Index, a widely recognized, unmanaged index of common
stocks. 
International Capital Appreciation may compare its performance to that
of the Morgan Stanley Capital International    AC     World    Index
    ex US   A (Gross)    , a market capitalization weighted equity
index comprising 46 counties-20 developed markets and 26 emerging
markets.
   Overseas may compare its performance to that of the Morgan Stanley
Capital International Europe, Australasia, Far East Index, a market
capitalization weighted, unmanaged index of over 1,000 foreign stocks.
The index returns for periods after January 1, 1997 are adjusted for
tax withholding rates applicable to U.S.-based mutual funds organized
as Massachusetts business trusts.    
Mid-Cap may compare its performance to that of the Standard & Poor's
MidCap 400 Index, a widely recognized, unmanaged index of 400
medium-capitalization stocks.
Balanced may compare its performance to that of the Lehman Brothers
Aggregate Bond Index, a market value weighted performance benchmark
for investment-grade fixed-rate debt issues, including government,
corporate, asset-backed, and mortgage-backed securities. Issues
included in the index have an outstanding par value of at least $100
million and maturities of at least one year. Government and corporate
issues include all public obligations of the U.S. Treasury (excluding
flower bonds and foreign-targeted issues) and U.S.    G    overnment
agencies, as well as nonconvertible investment-grade, SEC-registered
corporate debt. Mortgage-backed securities include 15- and 30-year
fixed-rate securities backed by mortgage pools of the Government
National Mortgage Association (GNMA), Federal Home Loan Mortgage
Corporation (FHLMC), and Fannie Mae. Asset-backed securities include
credit card, auto, and home equity loans.
Emerging Markets Income may compare its performance to that of the
J.P. Morgan Emerging Markets Bond Index Plus, a market capitalization
weighted total return index of U.S. dollar- and other external
currency-denominated Brady bonds, loans, Eurobonds, and local market
debt instruments traded in emerging markets.
Each of High Yield and Strategic Income may compare its performance to
that of the Merrill Lynch High Yield Master Index, a market
capitalization weighted index of all domestic and yankee high-yield
bonds with an outstanding par value of at least $50 million and
maturities of at least one year. Issues included in the index have a
credit rating lower than BBB-/Baa3 but are not in default (DDD1 or
lower). Split-rated issues (i.e., rated investment-grade by one rating
agency and high-yield by another) are included in the index based on
the issue's corresponding composite rating. Structured-note issues,
deferred interest bonds, and pay-in-kind bonds are excluded.
Mortgage Securities may compare its performance to that of the Salomon
Brothers Mortgage Index, a market capitalization weighted index of 15-
and 30-year fixed-rate securities backed by mortgage pools of the
Government National Mortgage Association (GNMA), Fannie Mae and
Federal Home Loan Mortgage Corporation (FHLMC), and Fannie Mae and
FHLMC balloon mortgages with fixed-rate coupons. For mortgage issues,
the entry and exit amounts are $1 billion public amount outstanding.
Government Investment may compare its performance to that of the
Salomon Brothers Treasury/Agency Index, a market capitalization
weighted index of U.S. Treasury and U.S. Government agency securities
with fixed-rate coupons and weighted average lives of at least one
year. For U.S. Treasury issues, the entry and exit amounts are $1
billion public amount outstanding. For U.S. Government agency issues,
the entry and exit amounts are $100 million and $75 million,
respectively.
Intermediate Bond may compare its performance to that of the Lehman
Brothers Intermediate Government/Corporate Bond Index, a market value
weighted performance benchmark for government and corporate fixed-rate
debt issues. Issues included in the index have an outstanding par
value of at least $100 million and maturities between one and 10
years. Government and corporate issues include all public obligations
of the U.S. Treasury (excluding flower bonds and foreign-targeted
issues) and U.S. government agencies, as well as nonconvertible
investment-grade, SEC-registered corporate debt. 
Short Fixed-Income may compare its performance to that of the Lehman
Brothers 1-3 Year Government/Corporate Bond Index, a market value
weighted performance benchmark for government and corporate fixed-rate
debt issues. Issues included in the index have an outstanding par
value of at least $100 million and maturities between one and three
years. Government and corporate issues include all public obligations
of the U.S. Treasury (excluding flower bonds and foreign-targeted
issues) and U.S.    G    overnment agencies, as well as nonconvertible
investment-grade, SEC-registered corporate debt.
   Strategic Income may compare its performance to that of the
Fidelity Strategic Income Composite Benchmark which is a hypothetical
representation of the performance of the fund's general investment
categories according to their respective weighting in the fund's
neutral mix. The Fidelity Strategic Income Composite Benchmark
represents Strategic Income's four general investment categories
according to their respective weighting in the fund's neutral mix (40%
high yield, 30% U.S. Government and investment-grade, 15% emerging
markets and 15% foreign developed markets). The following indices are
used to calculate the Fidelity Strategic Income Composite Benchmark:
high yield - the Merrill Lynch High Yield Master Index (40%), a market
capitalization weighted index of all domestic and yankee high-yield
bonds with an outstanding par value of at least $50 million and
maturities of at least one year; U.S. Government and investment-grade
- - the Salomon Brothers Mortgage Index (15%), a market capitalization
weighted index of 15- and 30-year fixed-rate securities backed by
mortgage pools of the Government National Mortgage Association (GNMA),
Fannie Mae and Federal Home Loan Mortgage Corporation (FHLMC), and
Fannie Mae and FHLMC balloon mortgages with fixed-rate coupons; U.S.
Government and investment-grade - the Salomon Brothers Non-U.S. Dollar
World Government Bond Index (15%), is a market-capitalization weighted
index that tracks the performance of 16 world Government bond markets,
excluding the United States. Issues included in the Index have
fixed-rate coupons and maturities of at least one year; emerging
markets - the J.P. Morgan Emerging Markets Bond Index Plus (15%), a
markets capitalization weighted total return index of U.S. dollar-and
other external currency-denominated Brady bonds, loans, Eurobonds, and
local market debt instruments traded in emerging markets; foreign
developed markets - the Salomon Brothers Treasury 1-10 Year Index
(15%), a market capitalization weighted index of U.S. Treasury and
U.S. government agency securities with fixed-rate coupons and weighted
average lives between one and 10 years.    
Each class of the municipal funds may compare its performance to that
of the Lehman Brothers Municipal Bond Index, a total return
performance benchmark for investment-grade municipal bonds with
maturities of at least one year. In addition, Municipal Income may
compare its performance to that of the Lehman Brothers 70%
Municipal/30% Non-Investment Grade Composite Index, a total return
performance benchmark for both investment-grade and non-investment
grade municipal bonds. The Lehman Brothers 70% Municipal/30%
Non-Investment Grade Composite Index has a Municipal Bond Index weight
of 70% and a Non-Investment Grade Bond Index weight of 30%. The Lehman
Brothers Non-Investment Grade Municipal Bond Index includes municipal
bonds with maturities of at least one year that have a maximum credit
rating of BA1 or are unrated. Intermediate Municipal Income may
compare its performance to that of the Lehman Brothers 1-17 Year
Municipal Bond Index, a total return performance benchmark for
investment-grade municipal bonds with maturities between one and 17
years. Short-Intermediate Municipal Income may compare its performance
to that of the Lehman Brothers 1-5 Year Municipal Bond Index, a total
return performance benchmark for investment-grade municipal bonds with
maturities between one and five years. Issues included in each index
have been issued after December 31, 1990 and have an outstanding par
value of at least $50 million. Subsequent to December 31, 1995, zero
coupon bonds and issues subject to the alternative minimum tax are
included in each index. 
A class may be compared in advertising to Certificates of Deposit
(CDs) or other investments issued by banks or other depository
institutions. Mutual funds differ from bank investments in several
respects. For example, a fund may offer greater liquidity or higher
potential returns than CDs, a fund does not guarantee your principal
or your return, and fund shares are not FDIC insured.
Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indices.
Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates total returns in
the same method as the classes. The classes may also compare
performance to that of other compilations or indices that may be
developed and made available in the future.
A municipal fund may compare and contrast in advertising the relative
advantages of investing in a mutual fund versus an individual
municipal bond. Unlike municipal mutual funds, individual municipal
bonds offer a stated rate of interest and, if held to maturity,
repayment of principal. Although some individual municipal bonds might
offer a higher return, they do not offer the reduced risk of a mutual
fund that invests in many different securities. The initial investment
requirements and sales charges of many municipal mutual funds are
lower than the purchase cost of individual municipal bonds, which are
generally issued in $5,000 denominations and are subject to direct
brokerage costs.
In advertising materials, Fidelity may reference or discuss its
products and services, which may include the following: other Fidelity
funds; retirement investing; model portfolios or allocations; and
saving for college or other goals. In addition, Fidelity may quote or
reprint financial or business publications and periodicals as they
relate to current economic and political conditions, fund management,
portfolio composition, investment philosophy, investment techniques,
the desirability of owning a particular mutual fund, and Fidelity
services and products.
Each fund may be advertised as part of certain asset allocation
programs involving other Fidelity or non-Fidelity mutual funds. These
asset allocation programs may advertise a model portfolio and its
performance results.
Each fund may be advertised as part of a no transaction fee (NTF)
program in which Fidelity and non-Fidelity mutual funds are offered.
An NTF program may advertise performance results.
   A     fund may present its fund number, QuotronTM number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. A class may quote various measures of volatility and
benchmark correlation in advertising. In addition, a fund may compare
these measures to those of other funds. Measures of volatility seek to
compare a class' historical share price fluctuations or total returns
to those of a benchmark. Measures of benchmark correlation indicate
how valid a comparative benchmark may be. All measures of volatility
and correlation are calculated using averages of historical data. In
advertising, a fund may also discuss or illustrate examples of
interest rate sensitivity.
MOMENTUM INDICATORS indicate a class's price movements over specific
periods of time. Each point on the momentum indicator represents the
class's percentage change in price movements over that period. 
A class may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging. In such a
program, an investor invests a fixed dollar amount in a class at
periodic intervals, thereby purchasing fewer shares when prices are
high and more shares when prices are low. While such a strategy does
not assure a profit or guard against loss in a declining market, the
investor's average cost per share can be lower than if fixed numbers
of shares are purchased at the same intervals. In evaluating such a
plan, investors should consider their ability to continue purchasing
shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which
may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.
As of December 31, 1997, FMR advised over $____ billion in tax-free
fund assets, $____ billion in money market fund assets, $_____ billion
in equity fund assets, $____ billion in international fund assets, and
$____ billion in Spartan fund assets. The funds may reference the
growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United
States, making FMR America's leading equity (stock) fund manager. FMR,
its subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
In addition to performance rankings, each class of each bond fund may
compare its total expense ratio to the average total expense ratio of
similar funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments
because of its effect on yield.
ADDITIONAL PURCHASE,    REDEMPTION, AND     EXCHANGE INFORMATION
CLASS A SHARES ONLY
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's front-end sales charge 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 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 for an insurance company separate account
used to fund annuity contracts for employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA);    
   2. 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 and 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. Employee benefit plans do not
qualify for this waiver;    
   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. Employee benefit plan assets do not
qualify for this waiver;    
   5. to shares purchased for an employee benefit plan having $25
million or more in plan assets; or    
   6. to shares purchased prior to December 31, 1998 by shareholders
who have closed their Class A Municipal Bond, Class A California
Municipal Income, or Class A New York Municipal Income accounts prior
to December 31, 1997. This waiver is limited to purchases of up to
$10,000; shareholders are entitled to this waiver after the original
load waiver certificate is received by FIIOC.    
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.
CLASS T SHARES ONLY
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class T's front-end sales charge in connection with a fund's
merger with or acquisition of any investment company or trust. In
addition, FDC has chosen to waive 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:
   1. to shares purchased for an insurance company separate account
used to fund annuity contracts for employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA);    
   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;    
   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 that are invested in Fidelity
Advisor or Fidelity funds, or (ii) an employee benefit 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 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);    
   13. to shares purchased with distributions of income, principal,
and capital gains from Fidelity Defined trusts; or    
   14. to shares purchased prior to December 31, 1998 by shareholders
who have closed their Class T Municipal Bond, Class T California
Municipal Income, or Class T New York Municipal Income accounts prior
to December 31, 1997. This waiver is limited to purchases of up to
$10,000; shareholders are entitled to this waiver after the original
load waiver certificate is received by FIIOC.    
A sales load waiver form must accompany these transactions.
STRATEGIC OPPORTUNITIES: INITIAL CLASS ONLY
Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Initial Class's front-end sales charge on shares acquired
through reinvestment of dividends and capital gain distributions or in
connection with the fund's merger with or acquisition of any
investment company or trust. In addition, FDC has chosen to waive
Initial Class's sales charge in certain instances because of
efficiencies involved in those sales of shares. The sales charge will
not apply:
1. to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs
but otherwise as defined in the Employee Retirement Income Security
Act) maintained by a U.S. employer and having more than 200 eligible
employees, or a minimum of $3,000,000 in plan assets invested in
Fidelity mutual funds, or as part of an employee benefit plan
maintained by a U.S. employer that is a member of a parent-subsidiary
group of corporations (within the meaning of Section 1563(a)(1) of the
Internal Revenue Code, with "50%" substituted for "80%") any member of
which maintains an employee benefit plan having more than 200 eligible
employees, or a minimum of $3,000,000 in plan assets invested in
Fidelity mutual funds, or as part of an employee benefit plan
maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in assets invested in Fidelity
mutual funds, the assets of which are held in a bona fide trust for
the exclusive benefit of employees participating therein;
2. 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 the Employee
Retirement Income Security Act), which, in the aggregate, have either
more than 200 eligible employees or a minimum of $3,000,000 in assets
invested in Fidelity funds;
3. to shares in a Fidelity account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit
plan provided that: (i) at the time of the distribution, the employer,
or an affiliate (as described in exemption 1 above) of such employer,
maintained at least one employee benefit plan that qualified for
exemption (1) and that had at least some portion of its assets
invested in one or more mutual funds advised by FMR, or in one or more
accounts or pools advised by Fidelity Management Trust Company; and
(ii) either (a) the distribution is transferred from the plan to a
Fidelity IRA account within 60 days from the date of the distribution
or (b) the distribution is transferred directly from the plan into
another Fidelity account;
4. 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;
5. 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);
6. to shares purchased by an investor participating in the Fidelity
Trust Portfolios program (these investors must make initial
investments of $100,000 or more in the Trust Portfolios funds and
must, during the initial six-month period, reach and maintain an
aggregate balance of at least $500,000 in all accounts and subaccounts
purchased through the Trust Portfolios program);
7. to shares purchased by a mutual fund for which FMR or an affiliate
serves as investment manager;
8. to shares purchased through Portfolio Advisory Services or Fidelity
Charitable Advisory Services;
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 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 bank trust officer, registered
representative, or other employee of a qualified recipient. Qualified
recipients are securities dealers or other entities, including banks
and other financial institutions, who have sold the fund's shares
under special arrangements in connection with FDC's sales activities;
11. to shares purchased by contributions and exchanges to the
following prototype or prototype-like retirement plans sponsored by
FMR Corp. or FMR and that are marketed and distributed directly to
plan sponsors or participants without any intervention or assistance
from any intermediary distribution channel: The Fidelity IRA, the
Fidelity Rollover IRA, The Fidelity SEP-IRA and SARSEP, The Fidelity
Retirement Plan, Fidelity Defined Benefit Plan, The Fidelity Group
IRA, The Fidelity 403(b) Program, The Fidelity Investments 401(a)
Prototype Plan for Tax-Exempt Employers, and The CORPORATEplan for
Retirement (Profit Sharing and Money Purchase Plan);
12. to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains
all of its mutual fund assets in Fidelity mutual funds, provided the
plan executes a Fidelity non-prototype sales charge waiver request
form confirming its qualification;
13. to shares purchased by a registered investment adviser (RIA) for
his or her discretionary accounts, provided he or she executes a
Fidelity RIA load waiver agreement which specifies certain aggregate
minimum and operating provisions. This waiver is available only for
shares purchased directly from Fidelity, without a broker, unless
purchased through a brokerage firm which is a correspondent of
National Financial Services Corporation (NFSC). The waiver is
unavailable, however, if the RIA is part of an organization
principally engaged in the brokerage business, unless the brokerage
firm in the organization is an NFSC correspondent; or
14. to shares purchased by a trust institution or bank trust
department for its non-discretionary, non-retirement fiduciary
accounts, provided it executes a Fidelity Trust load waiver agreement
which specifies certain aggregate minimum and operating provisions.
This waiver is available only for shares purchased either directly
from Fidelity or through a bank-affiliated broker, and is unavailable
if the trust department or institution is part of an organization not
principally engaged in banking or trust activities.
The fund's sales charge may be reduced to reflect sales charges
previously paid, or that would have been paid absent a reduction for
some purchases made directly with Fidelity as noted in the prospectus,
in connection with investments in other Fidelity funds. This includes
reductions for investments in prototype-like retirement plans
sponsored by FMR or FMR Corp., which are listed above.
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 related to certain distributions from
retirement plans or accounts at age 70, which are permitted without
penalty pursuant to the Internal Revenue Code; (3) in connection with
redemptions through the Fidelity Advisor Systematic Withdrawal
Program; or    (4) (APPLICABLE TO CLASS C ONLY) in connection with any
redemptions from an employee benefit plan (including 403(b) programs,
but otherwise as defined by ERISA).    
A sales load waiver form must accompany these transactions.
INSTITUTIONAL CLASS SHARES ONLY
Institutiona   l     Class Shares are offered to:
   1. Broker-dealer managed accounts 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 (including 403(b) programs, but otherwise as defined by
ERISA) must have at least $50 million in plan assets;    
   2. Registered investment advisor managed accounts, 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,
non-employee benefit plan accounts in the programs must be managed on
a discretionary basis;    
   3. Trust institutions and bank trust department managed accounts
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; and
    
   5. Current or former Trustees or officers of a Fidelity fund or
current or retired officer, directors, or regular employees of FMR
Corp. or Fidelity International Limited 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.    
   For purchases made by managed account programs or insurance company
separate accounts, FDC reserves the right to wive 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 except the Short-Term Bond 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. 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." 
For the Short-Term Bond Funds, on eligible purchases of (i) Class A
shares in amounts of $1 million or more, or (ii) 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.
Class A 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." 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 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, as applicable 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.
CLASS A, CLASS T, CLASS B, AND CLASS C SHARES ONLY
QUANTITY DISCOUNTS. To obtain a reduction of the front-end sales
charge on Class A or Class T shares, you or your investment
professional must notify the transfer agent at the time of purchase
whenever a quantity discount is applicable to your purchase. Upon such
notification, you will receive the lowest applicable front-end sales
charge.
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
benefits plans" (as defined in Section 3(3) of ERISA); and tax-exempt
organizations as defined under Section 501(c)(3) of the Internal
Revenue Code.
RIGHTS OF ACCUMULATION permit reduced front-end sales charges on any
future purchases of Class A or Class T shares after you have reached a
new breakpoint in a fund's sales charge schedule. The value of
currently held (i) Fidelity Advisor fund Class A, Class T, Class B and
Class C shares, (ii) Advisor B Class and Advisor C Class shares of
Treasury Fund and (iii) Daily Money Class shares of Treasury Fund,
Prime Fund, and Tax-Exempt Fund acquired by exchange from any Fidelity
Advisor fund, is determined at the current day's NAV at the close of
business, and is added to the amount of your new purchase valued at
the current offering price to determine your reduced front-end sales
charge.
LETTER OF INTENT. You may obtain Class A or Class T shares at the same
reduced front-end sales charge by filing a non-binding Letter of
Intent (Letter) within 90 days of the start of Class A or Class T
purchases. Each Class A or Class T investment you make after signing
the Letter will be entitled to the front-end sales charge applicable
to the total investment indicated in the Letter. For example, a $2,500
purchase of Class A or Class T shares toward a $50,000 Letter would
receive the same reduced sales charge as if the $50,000 ($500,000 for
the Short-Term Bond Funds) had been invested at one time. Purchases of
Class B and Class C shares during the 13-month period also will count
toward the completion of the Letter. To ensure that you receive a
reduced front-end sales charge on future purchases, you or your
investment professional must inform Fidelity that the Letter is in
effect each time Class A or Class T shares are purchased. Reinvested
income and capital gain distributions do not count toward the
completion of the Letter.
Your initial investment must be at least 5% of the total amount you
plan to invest. Out of the initial purchase, Class A or Class T shares
equal to 5% of the dollar amount specified in the Letter will be
registered in your name and held in escrow. The Class A or Class T
shares held in escrow cannot be redeemed or exchanged until the Letter
is satisfied or the additional sales charges have been paid. You will
earn income dividends and capital gain distributions on escrowed Class
A or Class T shares. The escrow will be released when your purchase of
the total amount has been completed. You are not obligated to complete
the Letter.
If you purchase more than the amount specified in the Letter and
qualify for a future front-end sales charge reduction, the front-end
sales charge will be adjusted to reflect your total purchase at the
end of 13 months. Surplus funds will be applied to the purchase of
additional Class A or Class T shares at the then-current offering
price applicable to the total purchase.
If you do not complete your purchase under the Letter within the
13-month period, 30 days' written notice will be provided for you to
pay the increased front-end sales charges due. Otherwise, sufficient
escrowed Class A or Class T shares will be redeemed to pay such
charges.
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM. You can make regular
investments in Class A, Class T, Class B, Class C or Institutional
Class shares of the funds monthly, bimonthly, quarterly, or
semi-annually with the Systematic Investment Program by completing the
appropriate section of the account application and attaching a voided
personal check with your bank's magnetic ink coding number across the
front. If your bank account is jointly owned, be sure that all owners
sign.
You may cancel your participation in the Systematic Investment Program
at any time without payment of a cancellation fee. You will receive a
confirmation from the transfer agent for every transaction, and a
debit entry will appear on your bank statement.
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 or Class C 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 or Class C 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, Class C, 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. 
ALL CLASSES
Each fund is open for business and the NAV and, where applicable, the
offering price, for each class is calculated each day the New York
Stock Exchange (NYSE) is open for trading. The NYSE has designated the
following holiday closings for 1998: New Year's Day, Martin Luther
King's Birthday, Presidents Day, Good Friday, Memorial Day,
Independence Day (observed), Labor Day, Thanksgiving Day, and
Christmas Day. Although FMR expects the same holiday schedule to be
observed in the future, the NYSE may modify its holiday schedule at
any time. In addition, Initial Class shares of Strategic
Opportunities, Mortgage Securities, and Municipal Bond will not
process wire purchases and redemptions on days when the Federal
Reserve System is closed.
FSC normally determines each class's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated
earlier if trading on the NYSE is restricted or as permitted by the
SEC. To the extent that portfolio securities are traded in other
markets on days when the NYSE is closed, a class's NAV may be affected
on days when investors do not have access to a fund to purchase or
redeem shares. In addition, trading in some of a fund's portfolio
securities may not occur on days when the fund is open for business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are
valued in computing a fund's NAV. Shareholders receiving securities or
other property on redemption may realize a gain or loss for tax
purposes, and will incur any costs of sale, as well as the associated
inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to
give shareholders at least 60 days' notice prior to terminating or
modifying its exchange privilege. Under the Rule, the 60-day
notification requirement may be waived if (i) the only effect of a
modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the
time of an exchange, or (ii) the fund suspends the redemption of the
shares to be exchanged as permitted under the 1940 Act or the rules
and regulations thereunder, or the fund to be acquired suspends the
sale of its shares because it is unable to invest amounts effectively
in accordance with its investment objective and policies.
In the prospectus, each fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse
exchange purchases by any person or group if, in FMR's judgment, the
fund would be unable to invest effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and
the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, Fidelity may reinvest your
distributions at the then-current NAV. All subsequent distributions
will then be reinvested until you provide Fidelity with alternate
instructions.
DIVIDENDS. A portion of a fund's income may qualify for the
dividends-received deduction available to corporate shareholders to
the extent that the fund's income is derived from qualifying
dividends. For any fund that invests significantly in foreign
securities, corporate shareholders should not expect fund dividends to
qualify for the dividends-received deduction. For those funds that may
earn other types of income, such as interest, income from securities
loans, non-qualifying dividends, and short-term capital gains, the
percentage of dividends from the funds that qualify for the deduction
will generally be less than 100%. For those funds whose income is
primarily derived from interest, dividends will not qualify for the
dividends-received deduction available to corporate shareholders. Each
fund will notify corporate shareholders annually of the percentage of
fund dividends that qualifies for the dividends-received deduction. A
portion of a fund's dividends derived from certain U.S. Government
obligations may be exempt from state and local taxation. Mortgage
security paydown gains (losses) on mortgage securities purchased by
   a     fund on or prior to June 8, 1997 are generally taxable as
ordinary income, therefor, increase (decrease) taxable dividend
distributions. To the extent that a fund's income is designated as
federally tax-exempt interest, the daily dividends declared by the
fund are also federally tax-exempt. Gains (losses) attributable to
foreign currency fluctuations are generally taxable as ordinary income
and, therefore, will increase (decrease) dividend distributions. As a
consequence, FMR may adjust a fund's income distributions to reflect
the effect of currency fluctuations. However, if foreign currency
losses exceed a fund's net investment income during a taxable year,
all or a portion of the distributions made in the same taxable year
would be recharacterized as a return of capital to shareholders,
thereby reducing each shareholder's cost basis in his or her fund.
Short-term capital gains are distributed as dividend income, but do
not qualify for the dividends-received deduction. These gains will be
taxed as ordinary income. 
Each fund will send each of its shareholders a notice in January
describing the tax status of dividends and capital gain distributions,
if any, for the prior year.
Shareholders are required to report tax-exempt income on their federal
tax returns. Shareholders who earn other income, such as Social
Security benefits, may be subject to federal income tax on up to 85%
of such benefits to the extent that their income, including tax-exempt
income, exceeds certain base amounts.
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 tax treatment of the structure.
As a result of The Tax Reform Act of 1986, interest on certain
"private activity" securities is subject to the federal alternative
minimum tax (AMT), although the interest continues to be excludable
from gross income for other tax purposes. Interest from private
activity securities will be considered tax-exempt for purposes of
Municipal Income's, Municipal Bond's, Intermediate Municipal Income's,
and Short-Intermediate Municipal Income's policies of investing 80% of
its net assets in securities whose interest is free from federal
income tax. Interest from private activity securities is a tax
preference item for the purposes of determining whether a taxpayer is
subject to the AMT and the amount of AMT tax to be paid, if any.
Private activity securities issued after August 7, 1986 to benefit a
private or industrial user or to finance a private facility are
affected by this rule.
A portion of the gain on bonds purchased with market discount after
April 30, 1993 and short-term capital gains distributed by a fund are
federally taxable to shareholders as dividends, not as capital gains.
Dividend distributions resulting from a recharacterization of gain
from the sale of bonds purchased at a discount after April 30, 1993
are not considered income for the purposes of Municipal Income's,
Municipal Bond's, Intermediate Municipal Income's, and
Short-Intermediate Municipal Income's policies of investing 80% of its
net assets in securities whose interest is free from federal income
tax.
Corporate investors should note that a tax preference item for
purposes of the corporate AMT is 75% of the amount by which adjusted
current earnings (which include tax-exempt interest) exceed   s    
the alternative minimum taxable income of the corporation. If a
shareholder receives an exempt-interest dividend and sells shares at a
loss after holding them for a period of six months or less, the loss
will be disallowed to the extent of the amount of the exempt-interest
dividend.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by a fund
on the sale of securities and distributed to shareholders are
federally taxable as    long-term     capital gains, regardless of the
length of time shareholders have held their shares. If a shareholder
receives a capital gain distribution on shares of a fund, and such
shares are held six months or less and are sold at a loss, the portion
of the loss equal to the amount of the capital gain distribution will
be considered a long-term loss for tax purposes. Short-term capital
gains distributed by each fund are taxable to shareholders as
dividends, not as capital gains.
   As of November 30, 1997, TechnoQuant Growth hereby designates
approximately $____________ as a capital gain dividend for the purpose
of the dividend-paid deduction.    
As of October 31, 1997, Overseas hereby designates approximately
$____________ as a capital gain dividend for the purpose of the
dividend-paid deduction.
As of November 30, 1997, Mid Cap hereby designates approximately
$___________ as a capital gain dividend for the purpose of the
dividend-paid deduction.
As of November 30, 1997, Equity Growth hereby designates approximately
$_____________ as a capital gain dividend for the purpose of the
dividend-paid deduction.
As of November 30, 1997, Growth Opportunities hereby designates
approximately $____________ as a capital gain dividend for the purpose
of the dividend-paid deduction.
As of November 30, 1997, Strategic Opportunities hereby designates
approximately $_____________ as a capital gain dividend for the
purpose of the dividend-paid deduction.
   As of November 30, 1997, Large Cap hereby designates approximately
$_____________ as a capital gain dividend for the purpose of the
dividend-paid deduction.    
   As of November 30, 1997, Growth & Income hereby designates
approximately $_____________ as a capital gain dividend for the
purpose of the dividend-paid deduction.    
As of November 30, 1997, Equity Income hereby designates approximately
$____________ as a capital gain dividend for the purpose of the
dividend-paid deduction.
As of October 31, 1997, Balanced hereby designates approximately
$___________ as a capital gain dividend for the purpose of the
dividend-paid deduction.
As of December 31, 1997, Emerging Markets Income hereby designates
approximately $____________ as a capital gain dividend for the purpose
of the dividend-paid deduction.
   As of October 31, 1997, High Yield hereby designates approximately
$____________ as a capital gain dividend for the purpose of the
dividend-paid deduction.    
As of December 31, 1997, Strategic Income hereby designates
approximately $_____________ as a capital gain dividend for the
purpose of the dividend-paid deduction.
   As of October 31, 1997, Mortgage Securities hereby designates
approximately $________ as a capital gain dividend for the purpose of
the dividend-paid deduction.    
As of October 31, 1997, Government Investment had a capital loss
carryforward aggregating approximately $____________. This loss
carryforward, of which $3,262,000 and $2,696,000 will expire on
October 31, 2002 and 2004, respectively, is available to offset future
capital gains.
As of November 30, 1997, Intermediate Bond had a capital loss
carryforward aggregating approximately $____________. This loss
carryforward, of which $2,841,000, $1,035,000, $134,000, and
$9,657,000 will expire on November 30, 1998, 1999, 2002, and 2004,
respectively, is available to offset future capital gains.
As of October 31, 1997, Short Fixed-Income had a capital loss
carryforward aggregating approximately $___________. This loss
carryforward, of which $128,000, $63,000, $286,000, $38,000, $336,000,
$17,692,000, $19,457,000 and $2,265,000 will expire on October 31,
1997, 1998, 1999, 2000, 2001, 2002, 2003, and 2004, respectively, is
available to offset future capital gains.
As of October 31, 1997, Municipal Income had a capital loss
carryforward aggregating approximately $__________. This loss
carryforward, of which $3,173,000, $7,511,000 and 6,268,000 will
expire on October 31, 2002, 2003, and 2004, respectively, is available
to offset future capital gains.
As of December 31, 1997, Municipal Bond had a capital loss
carryforward aggregating approximately $__________. This loss
carryforward, all of which will expire on December 31, 2003, is
available to offset future capital gains.
As of November 30, 1997, Intermediate Municipal Income had a capital
loss carryforward aggregating approximately $________. This loss
carryforward, all of which will expire on November 30, 2003, is
available to offset future capital gains.
As of November 30, 1997, Short-Intermediate Municipal    Income    
hereby designates approximately $_________ as a capital gain dividend
for the purpose of the dividend-paid deduction.
STATE AND LOCAL TAX    ISSUES    . For mutual funds organized as
business trusts, state law provides for a pass-through of the state
and local income tax exemption afforded to direct owners of U.S.
Government securities. Some states limit this to mutual funds that
invest a certain amount in U.S. Government securities, and some types
of securities, such as repurchase agreements and some agency   
    backed securities, may not qualify for this benefit. The tax
treatment of your dividend distributions from a fund will be the same
as if you directly owned your proportionate share of the U.S.
Government securities in the fund's portfolio. Because the income
earned on most U.S. Government securities in which each fund invests
is exempt from state and local income taxes, the portion of your
dividends from each fund attributable to these securities will also be
free from income taxes. The exemption from state and local income
taxation does not preclude states from assessing other taxes on the
ownership of U.S. Government securities. In a number of states,
corporate franchise (income) tax laws do not exempt interest earned on
U.S. Government securities, whether such securities are held directly
or through a fund.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments
may also impose taxes on other payments or gains with respect to
foreign securities. If, at the close of its fiscal year, more than 50%
of a fund's total assets are invested in securities of foreign
issuers, the fund may elect to pass through foreign taxes paid and
thereby allow shareholders to take a credit or deduction on their
individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a "
regulated investment company" for tax purposes, so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company
and avoid being subject to federal income or excise taxes at the fund
level, each fund intends to distribute substantially all of its net
investment income and realized capital gains within each calendar year
as well as on a fiscal year basis, and intends to comply with other
tax rules applicable to regulated investment companies.
If a fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the
Internal Revenue Code, it may be subject to U.S. federal income tax on
a portion of any excess distribution or gain from the disposition of
such shares. Interest charges may also be imposed on the fund with
respect to deferred taxes arising from such distributions or gains.
Generally, a fund will elect to mark-to-market any PFIC shares.
Unrealized gains will be recognized as income for tax purposes and
must be distributed to shareholders as dividends.
Each fund is treated as a separate entity from the other funds, if
any, in its trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal income taxes, shareholders of a
fund may be subject to state and local taxes on fund distributions,
and shares may also be subject to state and local personal property
taxes. Investors should consult their tax advisers to determine
whether a fund is suitable for their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the 1940 Act, control of a company is presumed where one individual or
group of individuals owns more than 25% of the voting stock of that
company. Therefore, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures
for personal investing and restricts certain transactions. For
example, all personal trades in most securities require pre-clearance,
and participation in initial public offerings is prohibited. In
addition, restrictions on the timing of personal investing in relation
to trades by Fidelity funds and on short-term trading have been
adopted.
TRUSTEES AND OFFICERS
The Trustees, Members of the Advisory Board 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 and Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR. The business address of each Trustee, Member of the
Advisory Board 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 and Members of the Advisory
Board 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 (*).
*EDWARD C. JOHNSON 3d (67), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman
of the Board and of the Executive Committee of FMR; Chairman and a
Director of FMR Texas Inc., Fidelity Management & Research (U.K.)
Inc., and Fidelity Management & Research (Far East) Inc.
   J. GARY BURKHEAD (56), Member of the Advisory Board (1997), is Vice
Chairman and a Member of the Board of Directors of FMR Corp. (1997)
and President of Fidelity Personal Investments and Brokerage Group
(1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.    
RALPH F. COX (65), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of USA Waste Services,
Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
Rio Grande, Inc. (oil and gas production), and Daniel Industries
(petroleum measurement equipment manufacturer). In addition, he is a
member of advisory boards of Texas A&M University and the University
of Texas at Austin.
PHYLLIS BURKE DAVIS (6   6    ), Trustee (1992). Prior to her
retirement in September 1991, Mrs. Davis was the Senior Vice President
of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing, 1991), and the TJX Companies, Inc. (retail
stores), and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School
of Business Administration.
ROBERT M. GATES (54), 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). 
E. BRADLEY JONES (70), Trustee. Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company.
He is a Director of TRW Inc. (original equipment and replacement
products), Consolidated Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer of chemical products), and he
previously served as a Director of NACCO Industries, Inc. (mining and
manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as a
Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board and
President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida. 
DONALD J. KIRK (65), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk is a
Director of General Re Corporation (reinsurance), and he previously
served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he serves as Chairman of the
Board of Directors of the National Arts Stabilization Fund, Chairman
of the Board of Trustees of the Greenwich Hospital Association, a
Member of the Public Oversight Board of the American Institute of
Certified Public Accountants' SEC Practice Section (1995), and as a
Public Governor of the National Association of Securities Dealers,
Inc. (1996).
*PETER S. LYNCH (54), Trustee, is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive
Vice President of FMR (a position he held until March 31, 1991); Vice
President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). In addition, he
serves as a Trustee of Boston College, Massachusetts Eye & Ear
Infirmary, Historic Deerfield (1989) and Society for the Preservation
of New England Antiquities, and as an Overseer of the Museum of Fine
Arts of Boston.
WILLIAM O. McCOY (64), 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).
GERALD C. McDONOUGH (68), Trustee and Chairman of the non-interested
Trustees, is Chairman of G.M. Management Group (strategic advisory
services). Mr. McDonough is a Director of York International Corp.
(air conditioning and refrigeration), Commercial Intertech Corp.
(hydraulic systems, building systems, and metal products, 1992), CUNO,
Inc. (liquid and gas filtration products, 1996), and Associated
Estates Realty Corporation (a real estate investment trust, 1993). Mr.
McDonough served as a Director of ACME-Cleveland Corp. (metal working,
telecommunications, and electronic products) from 1987-1996, and
Brush-Wellman Inc. (metal refining) from 1983-1997.
MARVIN L. MANN (64), Trustee (1993) is Chairman of the Board,
President, and Chief Executive Officer of Lexmark International, Inc.
(office machines, 1991). Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) Imation Corp. (imaging and information storage, 1997) and
Infomart (marketing services, 1991), a Trammell Crow Co. In addition,
he serves as the Campaign Vice Chairman of the Tri-State United Way
(1993) and is a member of the University of Alabama President's
Cabinet.
*ROBERT C. POZEN (51), Trustee (1997) and Senior Vice President, is
President and a Director of FMR (1997); and President and a Director
of FMR Texas Inc. (1997), Fidelity Management & Research (U.K.) Inc.
(1997), and Fidelity Management & Research (Far East) Inc. (1997).
Previously, Mr. Pozen served as General Counsel, Managing Director,
and Senior Vice President of FMR Corp. 
THOMAS R. WILLIAMS (69), Trustee, is President of The Wales Group,
Inc. (management and financial advisory services). Prior to retiring
in 1987, Mr. Williams served as Chairman of the Board of First
Wachovia Corporation (bank holding company), and Chairman and Chief
Executive Officer of The First National Bank of Atlanta and First
Atlanta Corporation (bank holding company). He is currently a Director
of ConAgra, Inc. (agricultural products), Georgia Power Company
(electric utility), National Life Insurance Company of Vermont,
American Software, Inc., and AppleSouth, Inc. (restaurants, 1992).
WILLIAM J. HAYES (63), Vice President (1994), is Vice President of
Fidelity's    E    quity    F    unds; Senior Vice President of FMR;
and Managing Director of FMR Corp.
ROBERT LAWRENCE (45), is Vice President of certain Equity Funds   
(1997)    , Vice President of Fidelity Real Estate High Income
   (1995)     and Fidelity Estate High Income Fund II (199   6    ),
and Senior Vice President of FMR (1993).
FRED L. HENNING, JR. (58), is Vice President of Fidelity's
Fixed-Income Group (1995) and Senior Vice President of FMR (1995).
Before assuming his current responsibilities, Mr. Henning was head of
Fidelity's Money Market Division.
BART A. GRENIER, (38) is Vice President of certain High-Income Bond
Funds (1997). Mr. Grenier rejoined Fidelity in August 1997 from DDJ
Capital Management, LLC, where he had served as Managing Director
since April 1997. Mr. Grenier originally joined Fidelity in 1991 as a
senior analyst. Mr. Grenier served as Director of High-Income Group
Research and as Director of U.S. Equity Research from 1994 to March
1996. He later became Group Leader of the Income-Growth and Asset
Allocation-Income Groups in 1996 and Assistant Equity Division Head in
1997.
JOHN H. CARLSON (47), is Vice President of Fidelity Advisor Emerging
Markets Income Fund (1996) and Fidelity Advisor    Strategic Income
Fund (1996), and other funds advised by FMR. Prior to joining Fidelity
in 1995, Mr. Carlson spent three years with Lehman Brothers as
executive director of emerging markets and senior vice president and
head trader at Lehman's Latin American emerging markers fixed-income
desk.    
DWIGHT CHURCHILL (44), is Vice President of Bond funds, Group Leader
of Bond Group, and is Senior Vice President of FMR (1997). Mr.
Churchill joined Fidelity in 1993 as Vice President and Group Leader
of Taxable Fixed-Income Investments. Prior to joining Fidelity, he
spent three years as president and CEO of CSI Asset Management, Inc.
in Chicago, an investment management subsidiary of The Prudential.
BETTINA E. DOULTON (33), is Vice President of    Fidelity Advisor
    Balanced    Fund     (1996), and other funds advised by FMR. 
Since 1993, Ms. Doulton has managed a variety of Fidelity funds. 
Prior to 1993, Ms. Doulton served as an equity analyst.
MARGARET L. EAGLE (48), is Vice President of Fidelity Advisor High
Yield        and Fidelity Advisor Strategic Income Fund (1997)   .
    Prior to her current responsibilities, Ms. Eagle was a
fixed-income analyst and managed a variety of Fidelity funds.
GEORGE A. FISCHER (36), is Vice President of    Fidelity Advisor
    Municipal Income    Fund     (1997) and    Fidelity Advisor
    Municipal Bond    Fund     (1997), and other funds advised by FMR.
Prior to his current responsibilities, Mr. Fischer has managed a
variety of Fidelity funds.
KEVIN E. GRANT (37),    is Vice President of Fidelity Advisor Balanced
Fund (1996), Fidelity Advisor Intermediate Bond Fund (1995), Fidelity
Advisor Mortgage Securities (1995), and other funds advised by FMR.
Since joining Fidelity in 1993, Mr. Grant has managed a variety of
Fidelity funds. Prior to joining Fidelity, Mr. Grant was vice
president and chief mortgage strategist at Morgan Stanley for three
years.    
CURTIS HOLLINGSWORTH (40),    is Vice President of Fidelity Advisor
Government Investment Fund (1996), Fidelity Advisor Strategic Income
Fund (1996), and other funds advised by FMR.  Prior to his current
responsibilities, Mr. Hollingsworth has managed a variety of Fidelity
funds.    
HARRIS LEVITON (36), is Vice President of Strategic Opportunities
(1996)   . Prior to his current responsibilities, Mr. Leviton has
managed a variety of Fidelity funds.    
ABIGAIL JOHNSON (36), is Vice President of certain Equity Funds
(1997), and is a Director of FMR Corp (1994). Before assuming her
current responsibilities, Ms. Johnson managed a number of Fidelity
funds.
NORMAN U. LIND (41),    is Vice President of Fidelity Advisor
Short-Intermediate Municipal Income Fund (1995) and other funds
advised by FMR. Prior to his current responsibilities, Mr. Lind
managed a variety of Fidelity funds.    
   RICHARD R. MACE, JR. (36), is Vice President of Fidelity Advisor
Overseas Fund (1996), and other funds advised by FMR. Prior to his
current responsibilities, Mr. Mace has managed a variety of Fidelity
funds.    
DAVID L. MURPHY (49),    is Vice President of Fidelity Advisor
Intermediate Municipal Income Fund (1997) and other funds advised by
FMR. Prior to his current responsibilities, Mr. Murphy has managed a
variety of Fidelity funds.    
RICHARD A. SPILLANE, JR. (46), is Vice President of certain Equity
Funds, and Senior Vice President of FMR (1997). Since joining Fidelity
Mr. Spillane was Chief Investment Officer for Fidelity International,
Limited. Prior to that position, Mr. Spillane served as Director of
Research.
THOMAS M. SPRAGUE (40), is Vice President of Large Cap (1997), and
another fund advised by FMR.    Prior to is current responsibilities,
Mr. Sprague has managed a variety of Fidelity funds.    
BETH TERRANA (40),    is Vice President of Fidelity Advisor Growth &
Income Fund (1996) and other funds advised by FMR. Prior to her
current responsibilities, Ms. Terrana managed a variety of Fidelity
funds.    
JENNIFER S. UHRIG (36), is Vice President of    Fidelity Advisor
    Equity Growth    Fund     (199   6    ), and other funds advised
by FMR   . Prior to her current responsibilities, Ms. Uhrig has
managed a variety of Fidelity funds.    
GEORGE A. VANDERHEIDEN (52), is Vice President of Growth
Opportunities, and other funds advised by FMR   . Prior to his current
responsibilities, Mr. Vanderheiden has managed a variety of Fidelity
funds.    
ARTHUR S. LORING (50), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
RICHARD A. SILVER (50), Treasurer (1997), is Treasurer of the Fidelity
funds and is an employee of FMR (1997). Before joining FMR, Mr. Silver
served as Executive Vice President, Fund Accounting & Administration
at First Data Investor Services Group, Inc. (1996-1997). Prior to
1996, Mr. Silver was Senior Vice President and Chief Financial Officer
at The Colonial Group, Inc. Mr. Silver also served as Chairman of the
Accounting/Treasurer's Committee of the Investment Company Institute
(1987-1993).
ROBERT H. MORRISON (57), Manager of Security Transactions of
Fidelity's equity funds is Vice President of FMR.
THOMAS D. MAHER (52), Assistant Vice President, is Assistant Vice
President of Fidelity's municipal bond funds (1996) and of Fidelity's
money market funds and Vice President and Associate General Counsel of
FMR Texas Inc. 
JOHN H. COSTELLO (51), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (51), Assistant Treasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity
funds, Mr. Rush was Chief Compliance Officer of FMR Corp. (1993-1994)
and Chief Financial Officer of Fidelity Brokerage Services, Inc.
(1990-1993).
THOMAS J. SIMPSON (39), Assistant Treasurer, is Assistant Treasurer of
Fidelity's municipal bond funds (1996) and of Fidelity's money market
funds (1996) and an employee of FMR (1996). Prior to joining FMR, Mr.
Simpson was Vice President and Fund Controller of Liberty Investment
Services (1987-1995).
The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended in 1997, or calendar year
ended December 31, 1997, as applicable.
COMPENSATION TABLE
 
 
 
<TABLE>
<CAPTION>
<S>           <C>       <C>      <C>     <C>     <C>       <C>     <C>     <C>      <C>     <C>    <C>    <C>    <C>     
Aggregate
 Compensation J. Gary   Ralph F. Phyllis Richard Edward C. E.      Donald  Peter S. William Gerald Edward Marvin Thomas    
from a Fund A Burkhea   Cox      Burke   J.      Johnson   Bradley J. Kirk Lynch
                                                                           (double
                                                                           dagger)  O.      C.     H.     L.Mann R.         
              d
        (double dagger)          Davis   Flynn
                                        (double dagger)
                                        (double
                                         dagger) 3d(double
                                                 dagger)   Jones                    McCoy   McDono Malone        Williams
                                                                                    (double dagger)
                                                                                    (double dagger)
                                                                                    (double
                                                                                    dagger) ugh    (double dagger)
                                                                                                   (double dagger)          
                                 
 
TechnoQuant
 Growth**,+   $         $        $       $       $          $      $       $       $        $      $       $      $       
 
Overseas*,B                                                                                                            
 
MidCap**,+                                                                                                             
 
Equity Growth**,C,P                                                                                                
 
Growth                                                                                                                  
Opportunities*,D,P                                                                                                    
 
Strategic Opportunities***,E                                                                                           
 
Large Cap**, +                                                                                                  
 
Growth & Income**, +                                                                                         
 
   Aggregate
 Compensation J.Gary  Ralph F. Phyllis  Richard  Edward C. E.      Donald Peter S. William  Gerald Edward Marvin Thomas     
   from a
 Fund A       Burkhea Cox      Burke    J.       Johnson   Bradley J.Kirk Lynch
                                                                          (double
                                                                          dagger)  O.       C.     H.      L.Mann R.     
                 d(double
              dagger)          Davis    Flynn
                                       (double
                                       dagger)
                                       (double
                                       dagger)  3d(double
                                                dagger)    Jones                   McCoy    McDono Malone      Williams     
 
                                                                                  (double
                                                                                  dagger)
                                                                                  (double
                                                                                  dagger)
                                                                                  (double
                                                                                  dagger)   ugh    (double
                                                                                                   dagger)
                                                                                                   (double
                                                                                                   dagger)             
 
Equity Income**,F,,P                                                                                                       
 
Balanced*,G,P                                                                                                        
 
Emerging Markets                                                                                                       
Income***                                                                                                          
 
High Yield*,H,P                                                                                                       
 
Strategic  Income***                                                                                                  
 
Mortgage Securities *,B                                                                                               
 
Government Investment*,I                                                                                              
 
Intermediate Bond**,J                                                                                           
 
Short Fixed-Income*,K                                                                                                
 
Municipal Income*,L                                                                                                  
 
Municipal Bond***,M                                                                                                    
 
Intermediate Municipal                                                                                                  
Income**,N                                                                                                              
 
Short-Intermediate Municipal                                                                                           
Income**                                                                                                              
 
Total Compensation from the       $                                                                               
Fund Complex ++,A                                                                                                     
 
</TABLE>
 
* Fiscal year ended October 31.
** Fiscal year ended November 30.
*** Fiscal year ended December 31.
(double dagger) Interested trustees of each fund and Mr. Burkhead 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 Fidelity Advisor Series II, III, IV,
V, and VI, and Fidelity Municipal Trust. During the period from May 1,
1996 through the present, Mr. McCoy has served as a Member of the
Advisory Board of Fidelity Advisor Series I, VII, and VIII.
+ Estimated
++ Information is as of December 31, 1997 for _____ 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, $   __    , Phyllis Burke Davis, $   __    , Richard J. Flynn,
$   __    , E. Bradley Jones, $   __    , Donald J. Kirk, $   __    ,
William O. McCoy, $   __    , Gerald C. McDonough, $   ___    , Edward
H. Malone, $   ___    , Marvin L. Mann, $   ___    , and Thomas R.
Williams, $   ___    . 
C The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___    , Donald J. Kirk, $   0    ,
William O. McCoy, $   ___    , Gerald C. McDonough, $   ___,    ,
Edward H. Malone, $   ___,    , Marvin L. Mann, $   ___,    , and
Thomas R. Williams, $   ___,    . 
D The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___,    , Phyllis Burke Davis, $   ___,    , Richard J.
Flynn, $   ___,    , E. Bradley Jones, $   ___,    , Donald J. Kirk,
$   ___,    , William O. McCoy, $   ___,     Gerald C. McDonough,
$   ___,     Edward H. Malone, $   ___,     Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___,     
E The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___,     Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___    , Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
F The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___    , Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___    , Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
G The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___    , Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___    , Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
H The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___    , Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___    , Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
I The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___    , Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___     Marvin L. Mann, $   ___    
and Thomas R. Williams, $   ___.     
J The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___,     Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___,     Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___    , Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
K The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___    , Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___,     Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
L The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___,     Phyllis Burke Davis, $   ___    , Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___,     Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___    , Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
M The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___,     Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___    , Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___,     Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
N The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $   ___    , Phyllis Burke Davis, $   ___,     Richard J. Flynn,
$   ___    , E. Bradley Jones, $   ___    , Donald J. Kirk,
$   ___    , William O. McCoy, $   ___    , Gerald C. McDonough,
$   ___    , Edward H. Malone, $   ___    , Marvin L. Mann,
$   ___    , and Thomas R. Williams, $   ___    . 
O For the fiscal period ended in 199   7    , certain of the
non-interested trustees' aggregate compensation from certain funds
includes accrued voluntary deferred compensation as follows: Equity
Growth (Cox, $   ___    , Malone, $   ___    , Mann, $   ___    );
Growth Opportunities (Cox, $   ___    , Malone, $   ___    , Mann,
$   ___    ); Equity Income (Cox, $   ___    , Malone, $   ___    ,
Mann, $   ___    ); Balanced (Cox, $   ___    , Malone, $   ___    ,
Mann, $   ___    ); and High Yield (Cox, $   ___    , Malone,
$   ___    , Mann, $   ___    ).
Under a retirement program adopted in July 1988 and modified in
November 1995 and November 1996, each non-interested Trustee who
retired before December 30, 1996 may receive payments from a Fidelity
fund during his or her lifetime based on his or her basic trustee fees
and length of service. The obligation of a fund to make such payments
is neither secured nor funded. A Trustee became eligible to
participate in the program at the end of the calendar year in which he
or she reached age 72, provided that, at the time of retirement, he or
she had served as a Fidelity fund Trustee for at least five years. 
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are treated as though equivalent dollar amounts had been invested
in shares of a cross-section of Fidelity funds including funds in each
major investment discipline and representing a majority of Fidelity's
assets under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's
assets, liabilities, and net income per share, and will not obligate a
fund to retain the services of any Trustee or to pay any particular
level of compensation to the Trustee. A fund may invest in the
Reference Funds under the Plan without shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In
connection with the termination of the retirement program, each
existing non-interested Trustee received a credit to his or her Plan
account equal to the present value of the estimated benefits that
would have been payable under the retirement program. The amounts
credited to the non-interested Trustees' Plan accounts are subject to
vesting and are treated as though equivalent dollar amounts had been
invested in shares of the Reference Funds. The amounts ultimately
received by the Trustees in connection with the credits to their Plan
accounts will be directly linked to the investment performance of the
Reference Funds. The termination of the retirement program and related
crediting of estimated benefits to the Trustees' Plan accounts did not
result in a material cost to the funds.
As of    December 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:
   [INSERT BENEFICIAL NUMBERS HERE]    
   [WE MAY NOT NEED THIS PARAGRAPH DEPENDING ON THE NUMBERS]    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.
MANAGEMENT CONTRACTS
MANAGEMENT SERVICES. Each fund employs FMR to furnish investment
advisory and other services. Under the terms of its management
contract with each fund, FMR acts as investment adviser and, subject
to the supervision of the Board of Trustees, directs the investments
of the fund in accordance with its investment objective, policies, and
limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trusts or of FMR, and all personnel of
each fund or FMR performing services relating to research,
statistical, and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for each fund; and furnishing
reports, evaluations, and analyses on a variety of subjects to the
Trustees.
MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend disbursing, and
shareholder servicing agent, pricing and bookkeeping agent, and
securities lending agent, as applicable, each fund or each class
thereof, as applicable, pays all of its expenses that are not assumed
by those parties. Each fund pays for the typesetting, printing, and
mailing of its proxy materials to shareholders, legal expenses, and
the fees of the custodian, auditor and non-interested Trustees. Each
fund's management contract further provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of
additional information, notices, and reports to shareholders; however,
under the terms of each fund's transfer agent agreement, the transfer
agent bears the costs of providing these services to existing
shareholders of the applicable classes. Other expenses paid by each
fund, or each class thereof, as applicable, include interest, taxes,
brokerage commissions, the fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. Each fund is also liable for such
non-recurring expenses as may arise, including costs of any litigation
to which the fund may be a party, and any obligation it may have to
indemnify its officers and Trustees with respect to litigation.
MANAGEMENT FEES. For the services of FMR under the management
contract, Equity Income pays FMR a monthly management fee at the
annual rate of 0.50% of its average net assets throughout the month.
For the services of FMR under the management contract, TechnoQuant
Growth, International Capital Appreciation, Mid Cap, Equity Growth,
Large Cap, Growth & Income, Balanced, Emerging Markets Income, High
Yield, Strategic Income, Mortgage Securities, Government Investment,
Intermediate Bond, Short Fixed-Income, Municipal Income, Municipal
Bond, Intermediate Municipal Income, and Short-Intermediate Municipal
Income pays FMR a monthly management fee which has two components: a
group fee rate and an individual fund fee rate.
For the services of FMR under the management contract, Overseas,
Growth Opportunities, and Strategic Opportunities each pays FMR a
monthly management fee which has two components: a basic fee, which is
the sum of a group fee rate and an individual fund fee rate, and a
performance adjustment based on a comparison of    the     performance
   of Growth Opportunities and Strategic Opportunities     to that of
S&P 500    and the performance of Overseas to that of the Morgan
Stanley Capital International Europe, Australasia, Far East Index
(EAFE)    .
The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts.
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*                      
 
International Capital Appreciation    10/16/97                      10/31/97*                      
 
Overseas                              10/   3    1/97               9/17/97                        
 
Mid Cap                               1/18/96                       1/18/96*                       
 
Equity Growth                         8/1/97                        7/16/97                        
 
Growth Opportunities                  8/1/97                        7/16/97                        
 
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                         10    /   3    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                       
 
Municipal Income                      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                        
 
</TABLE>
 
* Approved by FMR, then the sole shareholder of the fund.
BOND FUNDS
The following fee schedule is the current fee schedule for all bond
funds, except Emerging Markets Income, Strategic Income, Mortgage
Securities, and Municipal Bond.
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                              
 
228        -     264         .1300                              
 
264        -     300         .1275                              
 
300        -     336         .1250                              
 
336        -     372         .1225                              
 
Over 372                     .1200                              
 
This fee schedule has been approved by the shareholders of each bond
fund, except Emerging Markets Income, Strategic Income, Mortgage
Securities, and Municipal Bond.
MORTGAGE SECURITIES AND MUNICIPAL BOND. The following fee schedule is
the current fee schedule for Mortgage Securities and Municipal Bond.
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             .1695    
 
24         -     30          .1800     200             .1658    
 
30         -     36          .1750     225             .1629    
 
36         -     42          .1700     250             .1604    
 
42         -     48          .1650     275             .1583    
 
48         -     66          .1600     300             .1565    
 
66         -     84          .1550     325             .1548    
 
84         -     120         .1500     350             .1533    
 
120        -     174         .1450     400             .1507    
 
174        -     228         .1400                              
 
228        -     282         .1375                              
 
282        -     336         .1350                              
 
Over 336                     .1325                              
 
On August 1, 1994, FMR voluntarily revised the group fee rate schedule
for Mortgage Securities and Municipal Bond, and added new breakpoints,
pending shareholder approval of a new management contract reflecting
the additional breakpoints. The revised group fee rate schedule is
identical to the above schedule for average group assets under $156
billion. For average group assets in excess of $156 billion, the group
fee rate schedule voluntarily adopted by FMR is as follows:
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 120      -     156 billion   .1450%    $150 billion   .1736%   
 
156        -     192           .1400     175            .1690    
 
192        -     228           .1350     200            .1652    
 
228        -     264           .1300     225            .1618    
 
264        -     300           .1275     250            .1587    
 
300        -     336           .1250     275            .1560    
 
336        -     372           .1225     300            .1536    
 
Over 372                       .1200     325            .1514    
 
                                         350            .1494    
 
                                         375            .1476    
 
                                         400            .1459    
 
On January 1, 1996, FMR voluntarily added new breakpoints to the
(revised, in the case of Mortgage Securities and Municipal Bond)
schedule for average group assets in excess of $372 billion, pending
shareholder approval of a new management contract reflecting the
additional breakpoints. The (revised, in the case of Mortgage
Securities and Municipal Bond) group fee rate schedule and its
extensions provide for lower management fee rates as FMR's assets
under management increase. For average group assets in excess of $372
billion, the group fee rate schedule voluntarily adopted by FMR is as
follows:
GROUP FEE RATE SCHEDULE   EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
                                                            
 
                                                            
 
$ 372      -     408 billion   .1200%   $  400 billion   .1459   
 
408        -     444           .1175    425              .1443   
 
444        -     480           .1150    450              .1427   
 
480        -     516           .1125    475              .1413   
 
Over 516                       .1100    500              .1399   
 
                                        525              .1385   
 
                                        550              .1372   
 
EMERGING MARKETS INCOME AND STRATEGIC INCOME The following fee
schedule is the current fee schedule for Emerging Markets Income and
Strategic 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 Emerging
Markets Income and Strategic Income.
EQUITY FUNDS
The following fee schedule is the current fee schedule for all equity
funds (except Equity Income).
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 the shareholders of each equity
fund except Equity Income.
The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts and is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown below on the left. The schedule
below on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $453.2 billion of group net assets - the approximate level for
December 1996 - was .3021% for equity funds and .1425% for
fixed-income funds, which is the weighted average of the respective
fee rates for each level of group net assets up to $453.2 billion.
The individual fund fee rates for each fund (except Equity Income) are
set forth in the following chart. Based on the average group net
assets of the funds advised by FMR for December 1997 the annual basic
fee rate would be calculated as follows:
 
<TABLE>
<CAPTION>
<S>                                   <C>              <C>   <C>                        <C>   <C>              
                                      Group Fee Rate         Individual Fund Fee Rate         Basic Fee Rate   
 
TechnoQuant Growth*                   %                +      0.30%                     =     %                
 
International Capital Appreciation*   %                +      0.45%                     =     %                
 
Overseas                              %                +      0.45%                     =     %                
 
Mid Cap                               %                +      0.30%                     =     %                
 
Equity Growth                         %                +      0.30%                     =     %                
 
Growth Opportunities                  %                +      0.30%                     =     %                
 
Strategic Opportunities               %                +      0.30%                     =     %                
 
Large Cap                             %                +      0.30%                     =     %                
 
Growth & Income*                      %                +      0.20%                     =     %                
 
Balanced                              %                +      0.15%**                   =     %                
 
Emerging Markets Income               %                +      0.55%                     =     %                
 
High Yield                            %                +      0.45%                     =     %                
 
Strategic Income                      %                +      0.45%                     =     %                
 
Mortgage Securities                   %                +      0.30%                     =     %                
 
Government Investment                 %                +      0.30%                     =     %                
 
Intermediate Bond                     %                +      0.30%                     =     %                
 
Short Fixed-Income                    %                +      0.30%                     =     %                
 
Municipal Income                      %                +      0.25%                     =     %                
 
Municipal Bond                        %                +      0.25%                     =     %                
 
Intermediate Municipal Income         %                +      0.25%                     =     %                
 
Short-Intermediate Municipal Income   %                +      0.25%                     =     %                
 
</TABLE>
 
* Estimated
** Effective August 1, 1996, FMR voluntarily agreed to reduce the
individual fund fee rate from 0.20% to 0.15%. If this reduction were
not in effect, the total management fee would have been 0.5037%.
One-twelfth of this annual basic fee    rate     or management fee   
rate    , as applicable, is applied to each fund's net assets averaged
for the most recent month, giving a dollar amount, which is the fee
for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for    each of
    Overseas, Growth Opportunities, and Strategic Opportunities, is
subject to upward or downward adjustment, depending upon whether, and
to what extent, the    fund's     investment performance 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 0.01%
for Overseas, Growth Opportunities, and Strategic Opportunities (up to
a maximum difference of (plus/minus)10.00) is multiplied by a
performance adjustment rate of 0.02%.        
   For the purposes of calculating the performance adjustment for each
of Overseas, Growth Opportunities, and Strategic Opportunities, the
fund's investment performance will be based on the average performance
of all classes of the fund weighted according to their average assets
for each month in the performance period.    
Th   e     performance comparison is made at the end of each month.
One-twelfth    (1/12)     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.
   The maximum annualized adjustment rate is (plus/minus)0.20% of a
fund's average net assets over the performance period.    
   A     class's performance is calculated based on change in NAV. For
purposes of calculating the performance adjustment, any dividends or
capital gain distributions paid by each class are treated as if
reinvested in that class's shares at the NAV as of the record date for
payment. The record of each Index is based on change in value and is
adjusted for any cash distributions from the companies whose
securities compose the Index.
Because the adjustment to the basic fee is based on    a     fund's
performance compared to the investment record of the applicable Index,
the controlling factor is not whether    the     fund's performance is
up or down per se, but whether it is up or down more or less than the
record of the Index. Moreover, the comparative    investment
    performance of each fund is based solely on the relevant
performance period without regard to the cumulative performance over a
longer or shorter period of time.
The    following     table shows the    amount of     management fees
paid    by each fund to FMR for the past three fiscal years, and the
amount of negative or positive performance adjustments to the
management fees paid by Overseas, Growth Opportunities, and Strategic
Opportunities.     
 
<TABLE>
<CAPTION>
<S>                               <C>                   <C>                    <C>                       
                                  FISCAL YEAR           PERFORMANCE   
           MANAGEMENT FEES        
                                  ENDED                        ADJUSTMENT         PAID TO FMR+           
 
   TECHNOQUANT GROWTH                11/30                 $                      $                      
 
   1997#                                                                                                 
 
   OVERSEAS                          10/31                                                               
 
   1997                                                                                                  
 
   1996                                                                                                  
 
   1995                                                                                                  
 
MID CAP                           11/30                                                                  
 
   1997                                                                                                  
 
1996*                                                                                                    
 
EQUITY GROWTH                     11/30                                                                  
 
   1997                                                                                                  
 
   1996                                                                                                  
 
   1995                                                                                                  
 
GROWTH OPPORTUNITIES              11/30                                                                  
 
   11/1/97 - 11/30/97++                                                                                  
 
   11/1/97 - 10/31/96                                                                                    
 
1996                                                                                                     
 
1995                                                                                                     
 
STRATEGIC OPPORTUNITIES           11/30                                                                  
 
   1/1/97- 11/30/97+++                                                                                   
 
   1996                                                                                                  
 
1995                                                                                                     
 
LARGE CAP                         11/30                                                                  
 
1997                                                                                                     
 
1996*                                                                                                    
 
   GROWTH & INCOME                   11/30                                                               
 
   1997#                                                                                                 
 
EQUITY INCOME                     11/30                                                                  
 
1997                                                                                                     
 
1996                                                                                                     
 
1995                                                                                                     
 
BALANCED                           10/31                                                                 
 
1997                                                                                                     
 
1996                                                                                                     
 
1995                                                                                                     
 
EMERGING MARKETS INCOME           12/31                                                                  
 
1997                                                                                                     
 
1996                                                                                                     
 
1995                                                                                                     
 
HIGH YIELD                        10/31                                                                  
 
1997                                                                                                     
 
1996                                                                                                     
 
1995                                                                                                     
 
STRATEGIC INCOME                  12/31                                                                  
 
1997                                                                                                     
 
1996                                                                                                     
 
1995                                                                                                     
 
                                     FISCAL YEAR
          PERFORMANCE 
          MANAGEMENT FEES        
                                     ENDED                 ADJUSTMENT             PAID TO FMR+           
 
   MORTGAGE SECURITIES               10/31                                                               
 
   8/1/97 - 10/31/97++++                                                                                 
 
   8/1/96 - 7/31/97                                                                                      
 
   1996                                                                                                  
 
   1995                                                                                                  
 
GOVERNMENT INVESTMENT             10/31                                                                  
 
1997                                                                                                     
 
1996                                                                                                     
 
1995                                                                                                     
 
INTERMEDIATE BOND                 11/30                                                                  
 
1997                                                                                                     
 
1996                                                                                                     
 
1995                                                                                                     
 
   SHORT FIXED-INCOME                10/31                                                               
 
   1997                                                                                                  
 
   1996                                                                                                  
 
   1995                                                                                                  
 
   MUNICIPAL INCOME                  10/31                                                               
 
   1997                                                                                                  
 
   1996                                                                                                  
 
   1995                                                                                                  
 
   MUNICIPAL BOND                    12/31                                                               
 
   1997                                                                                                  
 
   1996                                                                                                  
 
   1995                                                                                                  
 
   INTERMEDIATE MUNICIPAL 
          11/30                                                               
   INCOME                                                                                                
 
   1997                                                                                                  
 
   1996                                                                                                  
 
   1995                                                                                                  
 
   SHORT-INTERMEDIATE
               11/30                                                               
   MUNICIPAL INCOME                                                                                      
 
   1997                                                                                                  
 
   1996                                                                                                  
 
   1995                                                                                                  
 
</TABLE>
 
   #  TechnoQuant and Growth & Income commenced operations on December
31, 1996.    
   *  Mid Cap and Large Cap commenced operations on February 20,
1996.    
   **  Before reimbursement    
   ***  Annualized    
   +  Management fee includes performance adjustments for Overseas,
Growth Opportunities, and Strategic Opportunities.    
   +++  As of __________, 1997, the fiscal year ended for Growth
Opportunities changed from October 31 to November 30.    
   ++++  As of __________, 1997, the fiscal year ended for Strategic
Opportunities changed from December 31 to November 30.    
   +++++ As of __________, 1997, the fiscal year ended for Mortgage
Securities changed from July 31 to November 30.    
       
FMR may, from time to time, voluntarily reimburse all or a portion of
a class's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to
be repaid for these expense reimbursements in the amount that expenses
fall below the limit prior to the end of the fiscal year. 
Expense reimbursement   s     by FMR will increase    a     class's
total returns and yield   ,     and repayment of the reimbursement by
   a     class will lower its total returns and yield.
SUB-ADVISERS. On behalf of TechnoQuant Growth, Mid Cap, Equity Growth,
Growth Opportunities, Strategic Opportunities, Large Cap, Growth &
Income, Equity Income, Balanced, High Yield,    Mortgage Securities,
    Intermediate Bond, and Short Fixed-Income, FMR has entered into
sub-advisory agreements with FMR U.K. and FMR Far East. On behalf of
   International Capital Appreciation,     Overseas, Emerging Markets
Income and Strategic Income, FMR has entered into sub-advisory
agreements with FMR U.K., FMR Far East, FIJ, and FIIA. FIIA, in turn,
has entered into a sub-advisory agreement with FIIA(U.K.)L. Pursuant
to the sub-advisory agreements, FMR may receive investment advice and
research services outside the United States from the sub-advisers.
On behalf of TechnoQuant Growth, Mid Cap, Equity Growth, Growth
Opportunities, Strategic Opportunities, Large Cap, Growth & Income,
Balanced, Emerging Markets Income, High Yield,    Mortgage Securities,
    Intermediate Bond, 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. On behalf of    International Capital
Appreciation, Overseas, and     Strategic Income, FMR may also grant
FMR U.K., FMR Far East, FIJ, FIIA and FIIA(U.K.)L investment
management authority to buy and sell securities if FMR believes it
would be beneficial to the funds.
Currently, FMR U.K., FMR Far East, FIJ, FIIA, and FIIA(U.K.)L each
focus on issuers in countries other than the United States such as
those in Europe, Asia, and the Pacific Basin. 
FMR U.K. and FMR Far East, which were organized in 1986, are wholly
owned subsidiaries of FMR. FIJ and FIIA are wholly owned subsidiaries
of Fidelity International Limited (FIL), a Bermuda company formed in
1968 which primarily provides investment advisory services to non-U.S.
investment companies and institutional investors investing in
securities throughout the world. Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family own,
directly or indirectly, more than 25% of the voting common stock of
FIL. FIJ was organized in Japan in 1986. FIIA was organized in Bermuda
in 1983. FIIA(U.K.)L was organized in the United Kingdom in 1984, and
is a    direct     subsidiary of Fidelity    Investment Limited and an
indirect subsidiary of FIL.    
Under the sub-advisory agreements FMR pays the fees of FMR U.K., FMR
Far East, FIJ, and FIIA. FIIA, in turn, pays the fees of FIIA(U.K.)L.
For providing non-discretionary investment advice and research
services the sub-advisers are compensated as follows:
   (small solid bullet) FMR pays FMR U.K. and FMR Far East fees equal
to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.    
   (small solid bullet) FMR pays FIIA and FIJ fees equal to 30% of
FMR's monthly management fee with respect to the average net assets
held by the fund for which the sub-adviser has provided FMR with
investment advice and research services.    
   (small solid bullet) FIIA pays FIIA(U.K.)L a fee equal to 110% of
FIIA(U.K.)L's costs incurred in connection with providing investment
advice and research services.    
On behalf of TechnoQuant Growth, International Capital Appreciation,
Overseas, Mid Cap,    Equity Growth,     Growth Opportunities,
   Strategic Opportunities,     Large Cap, Growth & Income, Balanced,
Emerging Markets Income, High Yield, Strategic Income,    Mortgage
Securities,     Intermediate Bond and Short Fixed-Income, for
providing discretionary investment management and executing portfolio
transactions, the sub-advisers are compensated as follows:
   (small solid bullet) FMR pays FMR U.K., FMR Far East, FIJ, and FIIA
a fee equal to 50% of its monthly management fee (including any
performance adjustment, if applicable) with respect to the fund's
average net assets managed by the sub-adviser on a discretionary
basis.    
   (small solid bullet) FIIA pays FIIA(U.K.)L a fee equal to 110% of
FIIA(U.K.)L's costs incurred in connection with providing
discretionary investment management services.    
The table on the following page shows the fees paid by FMR to FMR
U.K., FMR Far East, FIIA, and FIJ, and by FIIA to FIIA(U.K.)L for
providing investment advice and research services with respect to
certain of the funds for the fiscal periods ended 199   7    ,
199   6    , and 199   5    .
FEES PAID TO FOREIGN SUB-ADVISERS
 
<TABLE>
<CAPTION>
<S>                         <C>               <C>                   <C>           <C>                  <C>          
   Fiscal Year Ended
          
                 
                     
             
                    
         
   October 31                  FMR U.K.          FMR Far East          FIIA          FIIA(U.K.)L          FIJ       
 
   Overseas                                                                                                         
 
   1997                        $                 $                     $             $                    $         
 
   1996                        $                 $                     $             $                    $         
 
   1995                        $                 $                     $             $                    $         
 
   Fiscal Year Ended
          
                 
                     
             
                    
         
   November 30                 FMR U.K.          FMR Far East          FIIA          FIIA(U.K.)L          FIJ       
 
   Growth 
                                                                                                         
   Opportunities                                                                                                    
 
   11/1/97 -                   $                 $                     $             $                    $         
   11/30/97_                                                                                                        
 
   11/1/96 -                   $                 $                     $             $                    $         
   10/31/97                                                                                                         
 
   1996                        $                 $                     $             $                    $         
 
   1995                        $                 $                     $             $                    $         
 
   Fiscal Year Ended
          
                 
                     
             
                    
         
   November 30                 FMR U.K.          FMR Far East          FIIA          FIIA(U.K.)L          FIJ       
 
   Equity                                                                                                           
   Growth                                                                                                           
 
   1997                        $                 $                     $             $                    $         
 
   1996                        $                 $                     $             $                    $         
 
   1995                        $                 $                     $             $                    $         
 
   Fiscal Year Ended
          
                 
                     
             
                    
         
   November 30                 FMR U.K.          FMR Far East          FIIA          FIIA(U.K.)L          FIJ       
 
   Equity
                                                                                                          
   Income                                                                                                           
 
   1997                        $                 $                     $             $                    $         
 
   1996                        $                 $                     $             $                    $         
 
   1995                        $                 $                     $             $                    $         
 
   Fiscal Year Ended
          
                 
                     
             
                    
         
   November 30                 FMR U.K.          FMR Far East          FIIA          FIIA(U.K.)L          FIJ       
 
   Strategic
                                                                                                       
   Opportunities                                                                                                    
 
   1/1/97 -                    $                 $                     $             $                    $         
   11/30/97                                                                                                         
 
   1996                        $                 $                     $             $                    $         
 
   1995                        $                 $                     $             $                    $         
 
</TABLE>
 
The other funds paid no investment sub-advisory fees for the fiscal
periods ended 1997, 1996, and 1995.
No fees were paid to FIJ, FIIA, and FIIA(U.K.)L for fiscal periods
ended 1997, 1996 and 1995.
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved Distribution and Service Plans on behalf of
each class of shares of the funds, except for Strategic Opportunities:
Initial Class, (the Plans) pursuant to Rule 12b-1 under the 1940 Act
(the Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow Class A, Class T, Class B,
Class C, Institutional Class and Initial Class shares of the funds and
FMR to incur certain expenses that might be considered to constitute
direct or indirect payment by the funds of distribution expenses.
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, International Capital
Appreciation, 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, Municipal Income, and Municipal Bond (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, International Capital Appreciation, 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, Municipal Income, Municipal Bond,
Short-Intermediate Municipal Income, Intermediate and 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. Pursuant to the Class C Plans, FDC is paid a
distribution fee as a percentage of Class C's average net assets at an
annual rate of up to 0.75% for each fund with Class C 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 Income
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; 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; 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; and a distribution
fee for Class C at an annual rate of 0.75% for each fund. Class A,
Class T (for all funds except Short-Fixed Income) and Class B (for the
Bond Funds and Intermediate Term Bond Funds) 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 and Class C of each fund also pay FDC a service fee at an annual
rate of 0.25% of Class B's or Class C's, as applicable, average net
assets determined at the close of business on each day throughout the
month.
Currently, the full amount of distribution fees paid by Class A and
Class T is reallowed to investment professionals (including FDC) as
compensation for their services in connection with the distribution of
Class A or Class T shares, as applicable, and for providing support
services to Class A or Class T shareholders, as applicable, based upon
the level of services provided.
Currently, the full amount of distribution fees paid by Class B is
retained by FDC as compensation for its services and expenses in
connection with the distribution of Class B shares, and the full
amount of service fees paid by Class B is reallowed to investment
professionals (including FDC) for providing personal service to and/or
maintenance of Class B shareholder accounts.
Currently, 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. After the first year of investment,
the full amount of distribution fees paid by Class C is reallowed to
investment professionals (including FDC) as compensation for their
services in connection with the distribution of Class C shares, and
the full amount of service fees paid by Class C is reallowed to
investment professionals (including FDC) for providing personal
service to and/or maintenance of Class C shareholder accounts.
The tables below show the distribution fees paid for Class A shares
for the fiscal years ended 1997 (Class A shares were not offered prior
to September 3, 1996), for Class T shares for the fiscal years ended
1997, 1996, and 1995, and for Class B shares for the fiscal years
ended 1997, 1996, and 1995 (Class B shares were not offered prior to
June 30, 1994).
CLASS A DISTRIBUTION FEES
             1997                   
 
   FUND                             PAID TO 
              RETAINED BY        
                                    INVESTMENT
            FDC                
                                    PROFESSIONALS                             
 
   TechnoQuant Growth               $                      $                  
 
   Overseas                                                                   
 
   Mid Cap                                                                    
 
   Equity Growth                                                              
 
   Growth Opportunities                                                       
 
   Strategic Opportunities                                                    
 
   Large Cap                                                                  
 
   Growth & Income                                                            
 
   Equity Income                                                              
 
   Balanced                                                                   
 
   Emerging Markets Income                                                    
 
   High Yield                                                                 
 
             1997                   
 
 
<TABLE>
<CAPTION>
<S>                                   <C>                    <C>                   
   FUND                                  PAID TO 
              RETAINED BY        
                                         INVESTMENT
            FDC                
                                         PROFESSIONALS                             
 
Strategic Income                         $                      $                  
 
Mortgage Securities                                                                
 
Government Investment                                                              
 
Intermediate Bond                                                                  
 
Short Fixed-Income                                                                 
 
Municipal Income                                                                   
 
Intermediate Municipal Income                                                      
 
Short-Intermediate Municipal Income                                                
 
</TABLE>
 
CLASS T DISTRIBUTION FEES
 
<TABLE>
<CAPTION>
<S>                                          <C>             <C>         <C>             <C>         <C>             <C>    
    
                                             1995                        1996                        1997                   
    
 
FUND                                         PAID TO         RETAINED    PAID TO         RETAINED    PAID TO        
RETAINED    
                                             INVESTMENT      BY FDC      INVESTMENT      BY FDC      INVESTMENT       BY FDC 
   
                                             PROFESSIONALS               PROFESSIONALS               PROFESSIONALS          
    
 
   TechnoQuant                                  $               $           $               $           $               $
       
 
   Overseas                                                                                                             
        
 
   Mid Cap                                                                                                                   
   
 
   Equity Growth                                                                                                             
   
 
   Growth Opportunities                                                                                                      
   
 
   Strategic Opportunities                                                                                                   
   
 
   Large Cap                                                                                                                 
   
 
   Growth & Income                                                                                                           
   
 
   Equity Income                                                                                                             
   
 
   Balanced                                                                                                                  
   
 
   Emerging Markets Income                                                                                                   
   
 
   High Yield                                                                                                                
   
 
   Strategic Income                                                                                                          
   
 
   Mortgage Securities                                                                                                       
   
 
   Government Investment                                                                                                     
   
 
   Intermediate Bond                                                                                                         
   
 
   Short Fixed-Income                                                                                                        
   
 
   Municipal Income                                                                                                          
   
 
   Intermediate Municipal Income                                                                                             
   
 
   Short-Intermediate Municipal Income                                                                                       
   
 
</TABLE>
 
CLASS B DISTRIBUTION AND SERVICE FEES
 
<ERROR: WIDE TABLE>
ERROR: The Following Table: "table" is Too Wide!
Table Width is 252 characters.
 
 
<TABLE>
<CAPTION>
<S>             <C>      <C>     <C>     <C>    <C>       <C>     <C>    <C>     <C>        <C>       <C>       <C> 
                    1995                            1996                            1997                        
 
   Fund          Distrib  Retaine Shareh Retaine Distribu Retaine Shareho Retaine Distributio Retained Sharehol Retai    
                    ution d by    older  d by    tion     d by    lder    d by    n           by       der      ned         
                    Fees  FDC     Service FDC    Fees     FDC     Service FDC     Fees        FDC      Service  by          
                                     Fees                         Fees                                 Fee      
    
   FDC     
 
   TechnoQuant       $       $       $       $       $       $       $       $       $       $            $        $       
   Growth                                                                                                              
 
   Overseas                                                                                                             
 
   Mid Cap                                                                                                              
 
   Strategic                                                                                                                
   Opportunities                                                                                                        
 
   Large Cap                                                                                                             
 
   Growth &                                                                                                                
   Income                                                                                                              
 
   Equity                                                                                                              
   Income                                                                                                          
 
   Emerging                                                                                                            
   Markets                                                                                                             
   Income                                       
 
   High Yield                                                                                                           
 
   Strategic                                                                                                           
   Income                                                                                                         
 
   Mortgage                                                                                                               
   Securities                                                                                                           
 
   Government                                                                                                          
   Investment                                                                                                          
 
   Intermediate                                                                                                        
   Bond     
 
   Municipal            
   Income                                                                                                       
 
   Intermediate           
   Municipal                                                                                                           
   Income                                                                                                             
 
</TABLE>
 
CLASS C DISTRIBUTION AND SERVICE FEES
 
<ERROR: WIDE TABLE>
ERROR: The Following Table: "table" is Too Wide!
Table Width is 252 characters.
 
 
<TABLE>
<CAPTION>
<S>        <C>      <C>     <C>    <C>     <C>       <C>      <C>      <C>      <C>          <C>       <C>     <C>         
           1995                            1996                                 1997                                    
 
   Fund    Distrib  Retaine Shareh Retaine Distribu  Retaine  Shareho  Retaine  Distributio  Retained  Sharehol Retai     
              ution d by    older  d by    tion      d by     lder     d by     n            by        der      ned         
              Fees  FDC     Service FDC    Fees      FDC      Service  FDC      Fees         FDC       Service  by          
                               Fees                           Fees                                     Fee      FDC         
 
   Techno
Quant         $       $        $       $       $       $        $        $         $           $         $         $       
   Growth                                                                                                               
 
   Overseas           
 
   Mid Cap               
 
   Large Cap       
 
   Growth &           
   Income                                                                                                           
 
   Equity            
   Income                                                                                                           
 
   Emerging          
   Markets                                                                                                      
   Income                                                                                                       
 
   High Yield    
 
   Strategic     
   Income        
 
   Government           
   Investment                                                                                                   
 
   Intermediate             
   Bond                                                                                                     
 
   Municipal                
   Income                                                                                                               
 
   Intermediate             
   Municipal                                                                                                          
   Income                                                                                                             
 
</TABLE>
 
Under each Plan, if the payment of management fees by the funds to FMR
is deemed to be indirect financing by the funds of the distribution of
their shares, such payment is authorized by the Plans. Each Class A,
Class T, Class B, and Class C Plan specifically recognizes that FMR
may use its management fee revenue, as well as its past profits or its
other resources, to pay FDC for expenses incurred in connection with
the distribution of the applicable class's shares, including payments
made to third parties that engage in the sale of the applicable
class's shares or to third parties, including banks, that render
shareholder support services. Each Institutional Class and Initial
Class Plan specifically recognizes that FMR may use its management fee
revenue, as well as its past profits or its other resources, to pay
FDC for expenses incurred in connection with the distribution of the
applicable class's shares. FMR directly, or through FDC, may make
payments to third parties, such as banks or broker-dealers, that
engage in the sale of Institutional Class or Initial Class shares or
provide shareholder support services. Currently, the Board of Trustees
has authorized such payments for Class A, Class T, Class B, Class C,
and Institutional Class shares. Currently, the Board of Trustees has
not authorized such payments for Initial Class shares.
For the calendar year ended 1997, payments made by FMR, either
directly or indirectly through FDC, to third parties rounded to the
nearest one thousand dollars, amounted to $   ____     for Initial
Class of Municipal Bond and $   ____     for Initial Class of Mortgage
Securities and, for Class A, Class T, Class B, Class C   ,     and
Institutional Class of each fund, amounted to the following:
 
<TABLE>
<CAPTION>
<S>                              <C>          <C>          <C>          <C>              <C>                    
FUND                             CLASS A      CLASS T      CLASS B         CLASS C          INSTITUTIONAL       
 
   TechnoQuant Growth                $            $            $            $                $                  
 
   Overseas                                                                                                     
 
   Mid Cap                                                                                                      
 
   Equity Growth                                                                                                
 
   Growth                                                                                                      
   Opportunities                                                                                                
 
   Strategic                                                               ***                                 
   Opportunities                                                                                                
 
   Large Cap                                                                                                    
 
   Growth &                                                                                                    
   Income                                                                                                       
 
   Equity Income                                                                                                
 
   Balanced                                                                                                     
 
   Emerging Markets                                                                                            
   Income                                                                                                       
 
   High Yield                                                                                                   
 
   Strategic                                                                                                   
   Income                                                                                                       
 
   Mortgage                                                                                                    
   Securities                                                                                                   
 
   Government Investment                                                                                        
 
   Intermediate Bond                                                                                            
 
   Short Fixed-Income                                         **                                                
 
   Municipal                                                                                                   
   Income                                                                                                       
 
   Intermediate Municipal                                                                                      
   Income                                                                                                       
 
   Short-Intermediate                                        **            ***                                 
   Municipal                                                                                                   
   Income                                                                                                       
 
</TABLE>
 
*         Not applicable.
   **  Class B is not available for this fund.    
   *** Class C is not available for this fund.    
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the applicable class of each fund and its shareholders. In
particular, the Trustees noted that the Institutional Class and
Initial Class Plans do not authorize payments by the applicable class
of a fund other than those made to FMR under its management contract
with the fund. To the extent that each Plan gives FMR and FDC greater
flexibility in connection with the distribution of shares of the
applicable class of each fund, additional sales of fund shares may
result. Furthermore, certain shareholder support services may be
provided more effectively under the Plans by local entities with whom
shareholders have other relationships.
The Class A, Class T, Class B, and Class C Plans do not provide for
specific payments by the applicable class of any of the expenses of
FDC, or obligate FDC or FMR to perform any specific type or level of
distribution activities or incur any specific level of expense in
connection with distribution activities. After payments by FDC for
advertising, marketing and distribution, and payments to third
parties, the amounts remaining, if any, may be used as FDC may elect. 
The Plans were approved by the shareholders of each class on the dates
shown in the table below:
 
<TABLE>
<CAPTION>
<S>                                   <C>                            <C>        <C>        <C>             
                                      DATE OF SHAREHOLDER APPROVAL                                         
 
FUND                                  CLASS A                        CLASS T    CLASS B    INSTITUTIONAL   
 
TechnoQuant Growth                    12/23/96                       12/23/96   12/23/96   12/23/96        
 
Overseas                              08/30/96                       09/17/97   06/30/95   06/30/95        
 
Mid Cap                               08/30/96                       01/18/96   01/18/96   01/18/96        
 
Equity Growth                         08/30/96                       07/16/97   *          09/26/86        
 
Growth Opportunities                  08/30/96                       01/01/95   *          06/30/95        
 
Strategic Opportunities               08/30/96                       06/18/97   06/18/97   06/30/95        
 
Large Cap                             08/30/96                       01/18/96   01/18/96   01/18/96        
 
Growth & Income                       12/23/96                       12/23/96   12/23/96   12/23/96        
 
Equity Income                         08/30/96                       09/10/92   06/26/94   07/23/86        
 
Balanced                              08/30/96                       01/01/95   *          06/30/95        
 
Emerging Markets Income               08/30/96                       06/18/97   06/18/97   06/30/95        
 
High Yield                            08/30/96                       01/01/95   01/01/95   06/30/95        
 
Strategic Income                      08/30/96                       10/14/94   10/14/94   06/30/95        
 
Government Investment                 08/30/96                       01/01/95   01/01/95   06/30/95        
 
Intermediate Bond                     08/30/96                       01/01/95   01/01/95   11/26/86        
 
Mortgage Securities                   *                              *          *          *               
 
Short Fixed-Income                    08/30/96                       01/01/95   **         06/30/95        
 
Municipal Income                      08/30/96                       12/01/94   12/01/94   06/30/95        
 
Municipal Bond                        *                              07/01/96   07/01/96   07/01/96        
 
Intermediate Municipal Income         08/30/96                       07/01/95   07/01/95   11/05/86        
 
Short-Intermediate Municipal Income   08/30/96                       07/01/95   **         06/30/95        
 
</TABLE>
 
* Not applicable.
** Class B is not available for this fund.
The Plans for the Initial Class of Mortgage Securities and Municipal
Bond were approved by the shareholders of the class on January 21,
1987 and December 31, 1986, respectively. 
The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from engaging in the business of
underwriting, selling, or distributing securities. Although the scope
of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, FDC believes
that the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform such functions.
However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates
or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and
effective shareholder services. In such event, changes in the
operation of the funds might occur, including possible termination of
any automatic investment or redemption or other services then provided
by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these
occurrences. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein, and
banks and other financial institutions may be required to register as
dealers pursuant to state law. 
Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
Class A, Class T, Class B, Class C, and Institutional Class of
TechnoQuant Growth, International Capital Appreciation, Overseas, Mid
Cap, Equity Growth, Growth Opportunities, Strategic Opportunities,
Large Cap, Growth & Income, Equity Income, Balanced, Emerging Markets
Income, High Yield, Strategic Income, Mortgage Securities, Government
Investment, Intermediate Bond and Short Fixed-Income has entered into
a transfer agent agreement with FIIOC, an affiliate of FMR. Initial
Class of Strategic Opportunities and Mortgage Securities has entered
into a transfer agent agreement with FSC, an affiliate of FMR. Under
the terms of the agreements, FIIOC and FSC perform transfer agency,
dividend disbursing, and shareholder services for Class A, Class T,
Class B, Class C, Institutional Class and Initial Class of each fund.
Under the terms of the agreements, FSC perform transfer agency,
dividend disbursing, and shareholder services for Initial Class of
each fund.
   For the Initial Class of Municipal Bond and for e    ach class of
Municipal Income, Intermediate Municipal Income, and
Short-Intermediate Municipal Income has entered into a transfer agent
agreement with UMB. Under the terms of the agreements, UMB provides
transfer agency, dividend disbursing, and shareholder services for
each class of each municipal fund. UMB in turn has entered into a
sub-transfer agent agreements with FIIOC and FSC. Under the terms of
the sub-agreements, FIIOC and FSC perform all processing activities
associated with providing these services for each class of each
municipal fund and receives all related transfer agency fees paid to
UMB.
For providing transfer agency services, FSC and FIIOC receive an
annual account fee and an asset-based fee each based on account size
and fund type for each retail account and certain institutional
accounts. With respect to certain institutional retirement accounts,
FSC and FIIOC receives an annual account fee and an asset-based fee
based on account type or fund type. These annual account fees are
subject to increase based on postal rate changes.
For each Equity Fund, the asset-based fees are subject to adjustment
if the year-to-date total return of the S&P 500 exceeds a positive or
negative 15%.
FIIOC and FSC also collect small account fees from certain accounts
with balances of less than $2,500.
FSC and FIIOC pay out-of-pocket expenses associated with providing
transfer agent services. In addition, FSC and FIIOC bear the expense
of typesetting, printing, and mailing prospectuses, statements of
additional information, and all other reports, notices, and statements
to existing shareholders, with the exception of proxy statements.
   Each of Emerging Markets, High Yield, Strategic Income, Government
Investment, Mortgage Securities, Intermediate Bond, and Short
Fixed-Income has entered into a service agent agreement with FSC.
Under the terms of the agreements, FSC calculates the NAV and
dividends for each class of each fund, maintains each fund's portfolio
and general accounting records, and administers each fund's securities
lending program.    
Each of the    Municipal     Funds has also entered into a service
agent agreement with UMB. Under the terms of the agreements, UMB
provides pricing and bookkeeping services for each fund. UMB in turn
has entered into a sub-service agent agreements with FSC. Under the
terms of the sub-agreements, FSC performs all processing activities
associated with providing these services, including calculating the
NAV and dividends for each class of each fund and maintaining each
fund's portfolio and general accounting records, and receives all
related pricing and bookkeeping fees paid to UMB.
For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month. The annual fee rates for pricing and bookkeeping services are
 .0600% (for equity funds) .0400% (for fixed-income funds) .0750% (for
international funds) .0750% (for high yield funds) of the first $500
million of average net assets and .0300% (for equity funds) .0200%
(for fixed-income funds) .0375% (for international funds) .0375% (for
high yield funds) of average net assets in excess of $500 million. The
fee, not including reimbursement for out-of-pocket expenses, is
limited to a minimum of $60,000 and a maximum of $800,000 per year.
Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.
FUND                                  1997         1996        1995        
 
   TechnoQuant Growth                     $            $           $       
 
Overseas                                                                   
 
Mid Cap                               *                                    
 
Equity Growth                                                              
 
Growth Opportunities                  **                                   
 
                                      **   *                               
 
Strategic Opportunities                  +                                 
 
Large Cap                             *                                    
 
   Growth & Income                                                         
 
Equity Income                                                              
 
Balanced                                                                   
 
Emerging Markets Income                                        *           
 
High Yield                                                                 
 
Strategic Income                                               *           
 
Mortgage Securities                      #                                 
 
Government Investment                                                      
 
Intermediate Bond                                                          
 
Short Fixed-Income                                                         
 
Municipal Income                                                           
 
Municipal Bond                                                             
 
Intermediate Municipal Income                                              
 
Short-Intermediate Municipal Income                            *           
 
* Emerging Markets Income, Strategic Income, and Short-Intermediate
Municipal Income commenced operations on March 10, 1994, October 31,
1994, and March 16, 1994, respectively. Mid Cap and Large Cap
commenced operations on February 20, 1996.
**    From 11/1/97 - 11/30/97.    
***    From 11/1/96 -  10/31/97    .
   + From 1/1/97 - 11/30/97.    
   # From 8/1/97 - 10/31/97.    
       
FSC also receives fees for administering each taxable fund's
securities lending program. Securities lending fees are based on the
number and duration of individual securities loans. For the fiscal
years ended 1997, 1996, and 1995, the taxable funds incurred
   _____     securities lending fees.
For the municipal funds, the transfer agent fees and charges, and
pricing and bookkeeping fees described above are paid to FIIOC and
FSC, respectively, by UMB, which is entitled to reimbursement from the
class or the fund, as applicable, for these expenses.
Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR organized as a Massachusetts corporation on July 18,
1960. FDC is a broker-dealer registered under the Securities Exchange
Act of 1934 and is a member of the National Association of Securities
Dealers, Inc. The distribution agreements call for FDC to use all
reasonable efforts, consistent with its other business, to secure
purchasers for shares of each fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer
and sale of shares are paid by FMR. 
       
   Sales charge revenues collected, and retained by FDC for the past
three fiscal years are shown in the table below.    
 
 
 
<TABLE>
<CAPTION>
<S>    <C>                     <C>                 <C>                       <C>                   <C>                      
                                  Sales Charge Revenue                     CDSC Revenue                                 
 
          Fiscal Year             Amount Paid        Amount Retained           Amount Paid           Amount Retained        
          Ended                   to FDC             by FDC                    to FDC                by FDC                 
 
   TechnoQuant Growth 
- -         Nov. 30, 1997           $                  $                         $                     $                      
   Class A                                   
 
          1996*                   $                  $                         $                     $                      
 
   TechnoQuant Growth - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Class T                                   
 
          1996*                   $                  $                         $                     $                      
 
   TechnoQuant Growth - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Class B                                    
 
          1996*                   $                  $                         $                     $                      
 
   TechnoQuant Growth - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Class C                                   
 
          1996*                   $                  $                         $                     $                      
 
   TechnoQuant Growth - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Institutional Class                       
 
          1996*                   $                  $                         $                     $                      
 
   Overseas - Class 
A         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Overseas - Class 
T         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Overseas - Class 
B         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Overseas - Class 
C         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
                                  Sales Charge Revenue                     CDSC Revenue                                 
 
          Fiscal Year             Amount Paid        Amount Retained           Amount Paid           Amount Retained        
          Ended                   to FDC             by FDC                    to FDC                by FDC                 
 
   Overseas - Institutional Class         
          Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Mid Cap - Class 
A         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996**                  $                  $                         $                     $                      
 
   Mid Cap - Class 
T         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996**                  $                  $                         $                     $                      
 
   Mid Cap - Class 
B         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996**                  $                  $                         $                     $                      
 
   Mid Cap - Class 
C         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996**                  $                  $                         $                     $                      
 
   Mid Cap - Institutional Class          
          Nov. 30, 1997           $                  $                         $                     $                      
 
          1996**                  $                  $                         $                     $                      
 
   Equity Growth - Class 
A         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Equity Growth - Class 
T         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Equity Growth - Class 
B         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Equity Growth - Class 
C         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Equity Growth - Institutional 
          Nov. 30, 1997           $                  $                         $                     $                      
   Class                                    
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Growth Opportunities - 
          11/1/97 -               $                  $                         $                     $                      
   Class 
A         11/30/97***                                                                                                  
 
          11/1/96 -               $                  $                         $                     $                      
          10/31/97                                                                                                       
 
          1995                    $                  $                         $                     $                      
 
   Growth Opportunities - 
          11/1/97 -               $                  $                         $                     $                      
   Class 
T         11/30/97***                                                                                                   
 
          11/1/96 -               $                  $                         $                     $                      
          10/31/97                                                                                                      
 
          1995                    $                  $                         $                     $                      
 
                                  Sales Charge Revenue                     CDSC Revenue                                 
 
          Fiscal Year             Amount Paid        Amount Retained           Amount Paid           Amount Retained        
          Ended                   to FDC             by FDC                    to FDC                by FDC                 
 
   Growth Opportunities - 
          11/1/97 -               $                  $                         $                     $                      
   Class B                                
          11/30/97***                                                                                                   
 
          11/1/96 -               $                  $                         $                     $                      
          10/31/97                                                                                                      
 
          1995                    $                  $                         $                     $                      
 
   Growth Opportunities - 
          11/1/97 -               $                  $                         $                     $                      
   Class 
C         11/30/97***                                                                                                    
 
          11/1/96 -               $                  $                         $                     $                      
          10/31/97                                                                                                    
 
          1995                    $                  $                         $                     $                      
 
   Growth Opportunities - 
          1/1/97 -                $                  $                         $                     $                      
   Institutional Class                    
          11/30/97***                                                                                                  
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Strategic Opportunities - Class        
          1/1/97 -                $                  $                         $                     $                      
   A   11/30/97****                                                                                                    
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Strategic Opportunities - Class        
          1/1/97 -                $                  $                         $                     $                      
   T   11/30/97****                                                                              
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Strategic Opportunities - Class        
          1/1/97 -                $                  $                         $                     $                      
   B   11/30/97****                                                                                                    
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Strategic Opportunities - 
          1/1/97 -                $                  $                         $                     $                      
   Institutional Class                    
          11/30/97****                                                                                                   
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Large Cap - Class 
A         Nov. 30,                $                  $                         $                     $                      
          1997**                                                                                                        
 
          1996                    $                  $                         $                     $                      
 
   Large Cap - Class 
T         Nov. 30,                $                  $                         $                     $                      
          1997**                                                                                                        
 
          1996                    $                  $                         $                     $                      
 
   Large Cap - Class 
B         Nov. 30,                $                  $                         $                     $                      
          1997**                                                                                                        
 
          1996                    $                  $                         $                     $                      
 
   Large Cap - Class 
C         Nov. 30,                $                  $                         $                     $                      
          1997**                                                                                                        
 
          1996                    $                  $                         $                     $                      
 
                                  Sales Charge Revenue                        CDSC Revenue                                 
 
          Fiscal Year             Amount Paid        Amount Retained           Amount Paid           Amount Retained        
          Ended                   to FDC             by FDC                    to FDC                by FDC                 
 
   Large Cap - Institutional Class        
          Nov. 30,                $                  $                         $                     $                  
          1997**                                                                                                        
 
          1996                    $                  $                         $                     $                      
 
   Growth & Income - Class 
A         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996*                   $                  $                         $                     $                      
 
   Growth & Income - Class 
T         Nov. 30, 1997*          $                  $                         $                     $                      
 
          1996*                   $                  $                         $                     $                      
 
   Growth & Income - Class 
B         Nov. 30, 1997*          $                  $                         $                     $                      
 
          1996*                   $                  $                         $                     $                      
 
   Growth & Income - Class 
C         Nov. 30, 1997*          $                  $                         $                     $                      
 
          1996*                   $                  $                         $                     $                      
 
   Growth & Income - 
          Nov. 30, 1997*          $                  $                         $                     $                      
   Institutional Class                       
 
          1996*                   $                  $                         $                     $                      
 
   Equity Income - Class 
A         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Equity Income - Class 
T         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Equity Income - Class 
B         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Equity Income - Class 
C         Nov. 30, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Equity Income -                        
          Nov. 30, 1997           $                  $                         $                     $                      
   InstitutionalClass                         
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Balanced - Class 
A         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Balanced - Class 
T         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Balanced - Class 
B         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
                                  Sales Charge Revenue                     CDSC Revenue                                 
 
          Fiscal Year             Amount Paid        Amount Retained           Amount Paid           Amount Retained        
          Ended                   to FDC             by FDC                    to FDC                by FDC                 
 
   Balanced - Class 
C         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Balanced - Institutional Class         
          Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Emerging Markets - Class 
A         Dec. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Emerging Markets - Class 
T         Dec. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Emerging Markets - Class 
B         Dec. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Emerging Markets - Class 
C         Dec. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Emerging Markets - 
          Dec. 31, 1997           $                  $                         $                     $                      
   Institutional Class                       
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   High Yield - Class 
A         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   High Yield - Class 
T         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   High Yield - Class 
B         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   High Yield - Class 
C         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   High Yield - Institutional             
          Oct. 31, 1997           $                  $                         $                     $                      
   Class    
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
                                  Sales Charge Revenue                        CDSC Revenue                                 
 
          Fiscal Year             Amount Paid        Amount Retained           Amount Paid           Amount Retained        
          Ended                   to FDC             by FDC                    to FDC                by FDC                 
 
   Strategic Income - Class 
A         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Strategic Income - Class 
T         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Strategic Income - Class 
B         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Strategic Income - Class 
C         Oct. 31, 1997           $                  $                         $                     $                      
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Strategic Income - 
          Oct. 31, 1997           $                  $                         $                     $                      
   Institutional Class                       
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Mortgage Securities - Class 
A         8/1/97 -                $                  $                         $                     $                      
          10/31/97+                                                                                                     
 
          8/1/96 -                $                  $                         $                     $                      
          7/31/97                                                                                                           
          
 
          1995                    $                  $                         $                     $                      
 
   Mortgage Securities - Class 
T         8/1/97 -                $                  $                         $                     $                      
          10/31/97+                                                                                                   
 
          8/1/96 -                $                  $                         $                     $                      
          7/31/97                                                                                                       
 
          1995                    $                  $                         $                     $                      
 
   Mortgage Securities - Class 
B         8/1/97 -                $                  $                         $                     $                      
          10/31/97+                                                                                                    
 
          8/1/96 -                $                  $                         $                     $                      
          7/31/97                                                                                                       
 
          1995                    $                  $                         $                     $                      
 
   Mortgage Securities - 
          8/1/97 -                $                  $                         $                     $                      
   Institutional Class                    
          10/31/97+                                                                                                    
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Government Investment 
- -         Oct. 31, 1997           $                  $                         $                     $                      
   Class A                                                                                                              
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Government Investment 
- -         Oct. 31, 1997           $                  $                         $                     $                      
   Class T                                                                                                                 
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
                                  Sales Charge Revenue                         CDSC Revenue                                 
 
          Fiscal Year             Amount Paid        Amount Retained           Amount Paid           Amount Retained        
          Ended                   to FDC             by FDC                    to FDC                by FDC                 
 
   Government Investment 
- -         Oct. 31, 1997           $                  $                         $                     $                      
   Class B                                                                                                             
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Government Investment 
- -         Oct. 31, 1997           $                  $                         $                     $                      
   Class C                                                                                                              
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Government Investment - 
          Oct. 31, 1997           $                  $                         $                     $                      
   Institutional Class                                                                                            
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Bond - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Class A                                                                                                             
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Bond - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Class T                                                                                                   
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Bond - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Class B                                                                                                            
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Bond - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Class C                                                                          
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Bond - 
          Nov. 30, 1997           $                  $                         $                     $                      
   Institutional Class                                                                                               
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Municipal Income - 
          Oct. 31, 1997           $                  $                         $                     $                      
   Class A                                             
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Municipal Income - 
          Oct. 31, 1997           $                  $                         $                     $                      
   Class T                                                                                                              
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Municipal Income - 
          Oct. 31, 1997           $                  $                         $                     $                      
   Class B                                                                                                              
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
                                  Sales Charge Revenue                         CDSC Revenue                                 
 
          Fiscal Year             Amount Paid        Amount Retained           Amount Paid           Amount Retained        
          Ended                   to FDC             by FDC                    to FDC                by FDC                 
 
   Municipal Income - 
          Oct. 31, 1997           $                  $                         $                     $                      
   Class C                                                                                                              
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Municipal Income - 
          Oct. 31, 1997           $                  $                         $                     $                      
   Institutional Class                                                                                                    
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Municipal 
          Nov. 30, 1997           $                  $                         $                     $                      
   Income - Class A                                                                                                    
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Municipal 
          Nov. 30, 1997           $                  $                         $                     $                      
   Income - Class T                                                                                                     
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Municipal 
          Nov. 30, 1997           $                  $                         $                     $                      
   Income - Class B                                                                                                     
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Municipal 
          Nov. 30, 1997           $                  $                         $                     $                      
   Income - Class C                                                                                                   
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Intermediate Municipal 
          Nov. 30, 1997           $                  $                         $                     $                      
   Income - Institutional Class                                                                                        
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Short-Intermediate Municip
al        Nov. 30, 1997           $                  $                         $                     $                      
   Income - Class A                                                                                                    
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Short-Intermediate Municip
al        Nov. 30, 1997           $                  $                         $                     $                      
   Income - Class T                                                                                                  
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
   Short-Intermediate Municip
al        Nov. 30, 1997           $                  $                         $                     $                      
   Income - Institutional Class                                                                                       
 
          1996                    $                  $                         $                     $                      
 
          1995                    $                  $                         $                     $                      
 
</TABLE>
 
   *   TechnoQuant Growth and Growth & Income commenced operations on
December 31, 1996    
   **   Mid Cap and Large Cap commenced operations on February 20,
1996    
   ***  As of ____________, 1997, fiscal year ended for Growth
Opportunities changed from October 31 to     November 30.    
   ****  As of ____________, 1997, fiscal year ended for Strategic
Opportunities changed from December 31 to    November 30.    
   +   As of ____________, 1997, fiscal year ended for Mortgage
Securities changed from July 31 to October 31.    
   DESCRIPTION OF THE TRUSTS    
TRUST   S'     ORGANIZATION. Fidelity Advisor TechnoQuant Growth Fund,
Fidelity Advisor Mid Cap Fund, Fidelity Advisor Equity Growth Fund,
   Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor
Strategic Opportunities Fund,     Fidelity Advisor Large Cap Fund, and
Fidelity Advisor Growth & Income Fund are funds of Fidelity Advisor
Series I an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated June 24,
1983, as amended and restated October 26, 1984. On January 29, 1992,
the name was changed from Equity Portfolio Growth to Fidelity Broad
Street Trust by an amendment to the Declaration of Trust. On April 15,
1993, its name was changed from Fidelity Broad Street Trust to
Fidelity Advisor Series I by an amendment to the Declaration of Trust.
Currently, there are    seven     funds of the trust: Fidelity Advisor
TechnoQuant Growth Fund, Fidelity Advisor Mid Cap Fund, Fidelity
Advisor Equity Growth Fund,    Fidelity Advisor Growth Opportunities
Fund, Fidelity Advisor Strategic Opportunities Fund,     Fidelity
Advisor Large Cap Fund, and Fidelity Advisor Growth & Income Fund. 
   Fidelity Advisor Balanced Fund, Fidelity Advisor High Yield Fund,
    Fidelity Advisor Strategic Income Fund,    Fidelity Advisor
Government Investment Fund, and     Fidelity Advisor Short
Fixed-Income Fund are funds of Fidelity Advisor Series II, an open-end
management investment company organized as a Massachusetts business
trust by a Declaration of Trust dated April 2   3    , 1986. On April
7, 1993, the Board of Trustees voted to change the name of the trust
from Fidelity Diversified Trust to Fidelity Advisor Series II.
Currently, there are    five     funds of the trust:    Fidelity
Advisor Balanced Fund, Fidelity Advisor High Yield Fund, Fidelity
Advisor Strategic Income Fund, Fidelity Advisor Government Investment
Fund, and Fidelity Advisor Short Fixed-Income Fund.    
Fidelity Advisor Equity Income Fund is a fund of Fidelity Advisor
Series III, an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated May 17,
1982. On January 29, 1986, the name was changed from Equity Portfolio:
Income to Fidelity Franklin Street Trust. On April 15, 1993, the
trust's name was changed to Fidelity Advisor Series III. Currently,
there is one fund of the trust: Fidelity Advisor Equity Income Fund. 
Fidelity Advisor Intermediate Bond Fund is a fund of Fidelity Advisor
Series IV, an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated May 6,
1983. On January 29, 1992, the name of the trust was changed from
Income Portfolios to Fidelity Income Trust, and on April 15, 1993, the
Board of Trustees voted to change the trust's name to Fidelity Advisor
Series IV. An amended and restated Declaration of Trust, dated March
16, 1995, was filed on April 12, 1995. Currently, there are three
funds of the trust: Fidelity Advisor Intermediate Bond Fund, Fidelity
Institutional Short-Intermediate Government Portfolio, and Fidelity
Real Estate High Income Fund.
Fidelity Advisor Municipal Income Fund is a fund of Fidelity Advisor
Series V, an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated April
2   3    , 1986, as amended and restated July 18, 1991, and as
supplemented April 15, 1993. On July 18, 1991, the Board of Trustees
voted to change the name of the trust from Plymouth Investment Series
to Fidelity Investment Series, and on April 15, 1993, the Board voted
to change the trust's name to Fidelity Advisor Series V. An amended
and restated Declaration of Trust dated March 16, 1995 was filed on
April 12, 1995. Currently, there    are three     fund   s     of the
trust: Fidelity Advisor Municipal Income Fund   , Fidelity Advisor New
York Municipal Income Fund, and Fidelity Advisor California Municipal
Income Fund    .
   Fidelity Advisor Intermediate Municipal Income Fund and
    Fidelity Advisor Short-Intermediate Municipal Income Fund are
funds of Fidelity Advisor Series VI, an open-end management investment
company organized as a Massachusetts business trust by a Declaration
of Trust dated June 1, 1983, as amended and restated October 13, 1995
and supplemented May 5, 1993. On January 29, 1992, the name of the
trust was changed from Tax-Exempt Funds to Fidelity Oliver Street
Trust and on April 15, 1993, the Board of Trustees voted to change the
name of the trust to Fidelity Advisor Series VI. Currently, there are
two funds of the trust:    Fidelity Advisor Intermediate Municipal
Income Fund and Fidelity Advisor Short-Intermediate Municipal Income
Fund.    
Fidelity Advisor International Capital Appreciation Fund, Fidelity
Advisor Overseas Fund, and Fidelity Advisor Emerging Markets Income
Fund are funds of Fidelity Advisor Series VIII, an open-end management
investment company organized as a Massachusetts business trust by a
Declaration of Trust dated September 23, 1983, as amended and restated
October 1, 1986, and as supplemented November 29, 1990. On April 15,
1993, the name of the trust was changed from Fidelity Special
Situations Fund to Fidelity Advisor Series VIII. Currently, there
are    three     funds of the trust: Fidelity Advisor International
Capital Appreciation Fund, Fidelity Advisor Overseas Fund, and
Fidelity Advisor Emerging Markets Income Fund.
Fidelity Advisor Municipal Bond Fund is a fund of Fidelity Municipal
Trust, an open-end management investment company originally organized
as a Maryland corporation on November 22, 1976 and reorganized as a
Massachusetts business trust on June 22, 1984, at which time its name
changed to Fidelity Municipal Bond Portfolio. On March 1, 1986, the
trust's name was changed to Fidelity Municipal Trust. Currently, there
are seven funds of the trust: Fidelity Advisor Municipal Bond Fund,
   Spartan     Aggressive Municipal Fund,    Spartan     Insured
Municipal Income Fund,    Spartan     Ohio Municipal Income Fund,
   Spartan     Michigan Municipal Income Fund,    Spartan    
Minnesota Municipal Income Fund, and Spartan Pennsylvania Municipal
Income Fund.
Fidelity Advisor Mortgage Securities Fund is a fund of Fidelity Income
Fund, an open-end management investment company organized as a
Massachusetts business trust on August 7, 1984. On October 25, 1987,
the trust's name was changed from Fidelity Mortgage Securities Fund to
Fidelity Income Fund. Currently, there are three funds in the trust:
Fidelity Advisor Mortgage Securities Fund, Fidelity Ginnie Mae Fund,
and Spartan Limited Maturity Government Fund.
The Declarations of Trust permit the Trustees to create additional
funds.
In the event that FMR ceases to be the investment adviser to a trust
or a fund, the right of the trust or fund to use the identifying name
"Fidelity" and "Spartan" may be withdrawn. There is a remote
possibility that one fund might become liable for any misstatement in
its prospectus or statement of additional information about another
fund.
The assets of each trust received for the issue or sale of shares of
each of its funds and all income, earnings, profits, and proceeds
thereof, subject only to the rights of creditors, are especially
allocated to such fund, and constitute the underlying assets of such
fund. The underlying assets of each fund are segregated on the books
of account, and are to be charged with the liabilities with respect to
such fund and with a share of the general liabilities of their
respective trusts. Expenses with respect to each trust are to be
allocated in proportion to the asset value of their respective funds,
except where allocations of direct expense can otherwise be fairly
made. The officers of each trust, subject to the general supervision
of the Board of Trustees, have the power to determine which expenses
are allocable to a given fund, or which are general or allocable to
all of the funds of a certain trust. In the event of the dissolution
or liquidation of a trust, shareholders of each fund of that trust are
entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is an entity of the type
commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable for the obligations of the
trust. Each Declaration of Trust provides that the trust shall not
have any claim against shareholders except for the payment of the
purchase price of shares and requires that each agreement, obligation,
or instrument entered into or executed by the trust or its Trustees
shall include a provision limiting the obligations created thereby to
the trust and its assets. Each Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. Each Declaration of
Trust also provides that its funds shall, upon request, assume the
defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the fund
itself would be unable to meet its obligations. FMR believes that, in
view of the above, the risk of personal liability to shareholders is
remote.
Each Declaration of Trust further provides that the Trustees, if they
have exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of their office.
Claims asserted against one class of shares may subject holders of
another class of shares to certain liabilities.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest.    As a shareholder, you receive one vote for each dollar
value of net asset value you own.     The shares have no preemptive
rights, and Class A, Class T, Class C, 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. 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    a     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 trust or the
fund    , as determined by the current value of each shareholder's
investment in the funds or trusts. If not so terminated, each trust
and fund will continue indefinitely. Each fund (except Equity Income
and Municipal Bond) may invest all of their assets in another
investment company.
CUSTODIANS. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of International Capital
Appreciation, Mid Cap, Growth Opportunities, Strategic Opportunities,
and Large Cap. The Chase Manhattan Bank, 4 Chase MetroTech Center,
Brooklyn, New York, is custodian of the assets of TechnoQuant Growth,
Overseas, Equity Growth, Growth & Income, Equity Income, Balanced, and
Emerging Markets Income. The Bank of New York, 110 Washington Street,
New York, New York, is custodian of the assets of High Yield,
Strategic Income, Government Investment, Intermediate Bond, Mortgage
Securities and Short Fixed-Income. UMB Bank, n.a., 1010 Grand Avenue,
Kansas City, Missouri, is custodian of the assets of Municipal Income,
Municipal Bond, Intermediate Municipal Income, and Short-Intermediate
Municipal Income. Each custodian is responsible for the safekeeping of
the funds' assets and the appointment of subcustodian banks and
clearing agencies. A custodian takes no part in determining the
investment policies of a fund or in deciding which securities are
purchased or sold by a fund. However, a fund may invest in obligations
of its custodian and may purchase securities from or sell securities
to its custodian. The Bank of New York and The Chase Manhattan Bank,
each headquartered in New York, also may serve as special purpose
custodians of certain assets in connection with repurchase agreement
transactions.
FMR, its officers and directors, its affiliated companies, and the
Board of Trustees may, from time to time, conduct transactions with
various banks, including banks serving as custodians for certain of
the funds advised by FMR. The Boston branch of the custodian bank of
Mid Cap, Growth Opportunities, Strategic Opportunities, and Large Cap
leases its office space from an affiliate of FMR at a lease payment
which, when entered into, was consistent with prevailing market rates.
Transactions that have occurred to date include mortgages and personal
and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
AUDITOR.    ___________________    ,    One Post Office Square,
Boston, Massachusetts     serves as the independent accountant for Mid
Cap, Equity Growth, Growth Opportunities, Strategic Opportunities,
Large Cap, Equity Income, Balanced, Emerging Markets Income, High
Yield, Strategic Income, Government Investment, Intermediate Bond,
Short Fixed-Income, Municipal Income, Municipal Bond, Intermediate
Municipal Income, and Short-Intermediate Municipal Income. The auditor
examines financial statements for the funds and provides other audit,
tax, and related services.
   _______________________    ,    160 Federal Street, Boston,
Massachusetts     serves as the independent accountant for TechnoQuant
Growth, International Capital Appreciation, Overseas, Growth & Income,
and Mortgage Securities. The auditor examines financial statements for
the funds and provides other audit, tax, and related services.
FINANCIAL STATEMENTS
   Each fund's (except International Capital Appreciation)
    financial statements and financial highlights for the fiscal
period   s     ended    October 31, November 30, and December 31,
1997, as appropriate,     and report   s     of the auditor   s    
are included in the funds   '     Annual Report, which    are    
separate    reports     supplied with this SAI. The funds' financial
statements, including the financial highlights, and reports of the
auditors are incorporated herein by reference. For a free additional
copy of a fund's Annual Report, contact Fidelity at 1-800-544-8888, 82
Devonshire Street, Boston, MA 02109, or your investment professional.
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value
of each investment by the time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a
stated final maturity basis, although there are some exceptions to
this rule.
For example, if it is probable that the issuer of an instrument will
take advantage of a maturity-shortening device, such as a call,
refunding, or redemption provision, the date on which the instrument
will probably be called, refunded, or redeemed may be considered to be
its maturity date. When a municipal bond issuer has committed to call
an issue of bonds and has established an independent escrow account
that is sufficient to, and is pledged to, refund that issue, the
number of days to maturity for the prerefunded bond is considered to
be the number of days to the announced call date of the bonds. Also,
the maturities of mortgage-backed securities, including collateralized
mortgage obligations, and some asset-backed securities are determined
on a weighted average life basis, which is the average time for
principal to be repaid. For a mortgage security, this average time is
calculated by estimating the timing of principal payments, including
unscheduled prepayments, during the life of the mortgage. The weighted
average life of these securities is likely to be substantially shorter
than their stated final maturity.
The descriptions that follow are examples of eligible ratings for the
funds. A fund may, however, consider the ratings for other types of
investments and the ratings assigned by other rating organizations
when determining the eligibility of a particular investment.
   DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF MUNICIPAL
OBLIGATIONS    
   Moody's ratings for long-term municipal obligations fall within
nine categories. They range from Aaa (highest quality) to C (lowest
quality). Those bonds within the Aa through B categories that Moody's
believes possess the strongest credit attributes within those
categories are designated by the symbol "1."    
   AAA - Bonds that are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are protected
by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.    
   AA - Bonds that are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than the Aaa securities.    
   A - Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.    
   BAA - Bonds that are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.    
   BA - Bonds that are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.    
   B - Bonds that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of
time may be small.    
   CAA - Bonds that are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with
respect to principal or interest.    
   CA - Bonds that are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.    
   C - Bonds that are rated C are the lowest-rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.    
   DESCRIPTION OF STANDARD & POOR'S RATINGS OF MUNICIPAL DEBT    
   Municipal debt issues may be designated by Standard & Poor's as
either investment grade ("AAA" through "BBB") or speculative grade
("BB" through "D"). While speculative grade debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major exposures to adverse conditions. Ratings from
AA through CCC may be modified by the addition of a plus sign (+) or
minus sign (-) to show relative standing within the major rating
categories.    
   AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay
principal is extremely strong.    
   AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in
small degree.    
   A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.    
   BBB - Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity
to pay interest and repay principal for debt in this category than in
higher-rated categories.    
   BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to inadequate capacity to meet timely
interest and principal payments. The BB rating category is also used
for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.    
   B - Debt rated B has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal
repayments. Adverse business, financial, or economic conditions will
likely impair capacity or willingness to pay interest and repay
principal. The B rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BB or BB-
rating.    
   CCC - Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and
economic conditions to meet timely payment of interest and repayment
of principal. In the event of adverse business, financial, or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied B or
B- rating.    
   CC - Debt rated CC is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC debt
rating.    
   C - The rating C is typically applied to debt subordinated to
senior debt which is assigned an actual or implied CCC- debt rating.
The C rating may be used to cover a situation where a bankruptcy
petition has been filed but debt service payments are continued.    
   CI - The rating CI is reserved for income bonds on which no
interest is being paid.    
   D - Debt rated D is in payment default. The D rating category is
used when interest payments or principal payments are not made on the
date due even if the applicable grace period has not expired, unless
S&P believes that such payments will be made during such grace period.
The D rating will also be used upon the filing of a bankruptcy
petition if debt service payments are jeopardized.    
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF CORPORATE BONDS
Moody's ratings for obligations with an original remaining maturity in
excess of one year fall within nine categories. They range from Aaa
(highest quality) to C (lowest quality). Moody applies numerical
modifiers of 1, 2, or 3 to each generic rating classification from Aa
through B. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks
on the lower end of its generic rating category.
AAA - Bonds that are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high-grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than the Aaa securities.
A - Bonds that are rated A possess many favorable investment
attributes and are to be considered as upper-medium-grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.
BAA - Bonds that are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
BA - Bonds that are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the
future. Uncertainty of position characterizes bonds in this class.
B - Bonds that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
of maintenance of other terms of the contract over any long period of
time may be small.
CAA - Bonds that are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect
to principal or interest.
CA - Bonds that are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked short-comings.
C - Bonds that are rated C are the lowest-rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF CORPORATE BONDS:
Debt issues may be designated by Standard & Poor's as either
investment grade ("AAA" through "BBB") or speculative grade ("BB"
through "D"). While speculative grade debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major exposures to adverse conditions. Ratings from
AA to CCC may be modified by the addition of a plus sign (+) or minus
sign (-) to show relative standing within the major rating categories.
AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay
principal is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest-rated issues only in
small degree.
A - Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in
higher-rated categories.
BB - Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to inadequate capacity to meet timely
interest and principal payments. The BB rating category is also used
for debt subordinated to senior debt that is assigned an actual or
implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The B
rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and
economic conditions to meet timely payment of interest and repayment
of principal. In the event of adverse business, financial, or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied B or
B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C
rating may be used to cover a situation where a bankruptcy petition
has been filed but debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest
is being paid.
D - Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The
D rating will also be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.

PART C.  OTHER INFORMATION
Item 24. Financial Statements and Exhibits
 (a) (1) Financial Statements and Financial Highlights included in the
Annual Report for Fidelity Advisor Series III on behalf of Fidelity
Advisor Equity Income Fund for the fiscal year ended November 30,
1997, will be filed by subsequent amendment.
 (b) Exhibits:
  (1) (a) Amended and Restated Declaration of Trust, dated August 1,
1986, is incorporated herein by reference to Exhibit 1(a) of
Post-Effective Amendment No. 37.
   (b) Supplement to Declaration of Trust, dated November 30, 1990, is
incorporated herein by reference to Exhibit 1(b) of Post-Effective
Amendment No. 37.
   (c) Supplement to Declaration of Trust, dated December 18, 1990, is
incorporated herein by reference to Exhibit 1(c) of Post-Effective
Amendment No. 37.
   (d) Supplement to Declaration of Trust, dated December 20, 1991, is
incorporated herein by reference to Exhibit 1(d) of Post-Effective
Amendment No. 37.
   (e) Supplement to Declaration of Trust, dated May 3, 1993, is
incorporated herein by reference to Exhibit 1(e) of Post-Effective
Amendment No. 37.
   (f) Amendment to Declaration of Trust, dated December 15, 1993, is
incorporated herein by reference to Exhibit 1(f) of Post-Effective
Amendment No. 37.
  (2) (a) By-Laws of the Trust are incorporated herein by reference to
Exhibit 2(a) of Post-Effective Amendment No. 37.
   (b) Amendment to the By-Laws is incorporated herein by reference to
Exhibit 2(b) of Post-Effective Amendment No. 37.
  (3)  Not applicable.
  (4)  Not applicable.
  (5) (a) Management Contract between Equity Portfolio: Income
(currently known as Fidelity Advisor Equity Income Fund), and Fidelity
Management & Research Company, dated August 1, 1986, is incorporated
herein by reference to Exhibit 5(a) of Post-Effective Amendment No.
37.
   (b) Sub-Advisory Agreement between Fidelity Management & Research
Company, on behalf of Equity Portfolio: Income (currently known as
Fidelity Advisor Equity Income Fund), and Fidelity Management and
Research (U.K.) Inc., dated January 1, 1991, is incorporated herein by
reference to Exhibit 5(b) of Post-Effective Amendment No. 37.
   (c) Sub-Advisory Agreement between and Fidelity Management &
Research Company, on behalf of Equity Portfolio: Income (currently
known as Fidelity Advisor Equity Income Fund) and Fidelity Management
and Research (Far East) Inc., dated January 1, 1991, is incorporated
herein by reference to Exhibit 5(c) of Post-Effective Amendment No.
37.
  (6) (a) General Distribution Agreement, dated April 1, 1987, between
Equity Portfolio: Income (currently known as Fidelity Advisor Equity
Income Fund) and Fidelity Distributors Corporation is incorporated
herein by reference to Exhibit 6 of Post-Effective Amendment No. 35.
   (b) Amendment to the General Distribution Agreement between Equity
Income Portfolio: Income (currently known as Fidelity Advisor Equity
Income Fund) and Fidelity Distributors Corporation, dated January 1,
1988, is incorporated herein by reference to Exhibit 6 of
Post-Effective Amendment No. 35.
   (c) Amendments to the General Distribution Agreement between
Fidelity Advisor Series II on behalf of Fidelity Advisor Equity Income
Fund and Fidelity Distributors Corporation, dated March 14, 1996 and
July 15, 1996, are incorporated herein by reference to Exhibit 6(a) of
Fidelity Court Street Trust's Post-Effective Amendment No. 61 (File
No. 2-58774).
            (d) Form of Bank Agency Agreement (most recently revised
January, 1997) is filed herein as Exhibit 6(d).
           (e) Form of Selling Dealer Agreement (most recently revised
January, 1997) is filed herein as Exhibit 6(e).
        (f) Form of Selling Dealer Agreement for Bank Related
Transactions (most recently revised January, 1997) is filed herein as
Exhibit 6(f).
  (7) (a) Retirement Plan for Non-Interested Person Trustees,
Directors or General Partners, as amended on November 16, 1995, is
incorporated herein by reference to Exhibit 7(a) of Fidelity Select
Portfolio's (File No. 2-69972) Post-Effective Amendment No. 54.
   (b) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14, 1995 and
amended through November 14, 1996, is incorporated herein by reference
to Exhibit 7(b) of Fidelity Aberdeen Street Trust's (File No.
33-43529) Post-Effective Amendment No. 19.
  (8) (a) Custodian Agreement and Appendix C, dated August 1, 1994,
between The Chase Manhattan Bank, N.A. and the Registrant is
incorporated herein by reference to Exhibit 8(a) of Fidelity
Investment Trust's (File No. 2-90649) Post-Effective Amendment No. 59.
   (b) Appendix A, dated October 17, 1996, to the Custodian Agreement,
dated August 1, 1994, between the Chase Manhattan Bank, N.A. and the
Registrant is incorporated herein by reference to Exhibit 8(c) of
Fidelity Charles Street Trust's (File No. 2-73133) Post-Effective
Amendment No. 57.
   (c) Appendix B, dated September 18, 1997, to the Custodian
Agreement, dated August 1, 1994, between The Chase Manhattan Bank,
N.A. and the Registrant is incorporated herein by reference to Exhibit
8(b) of Fidelity Charles Street Trust's (File No. 2-73133)
Post-Effective Amendment No. 62.
   (d) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and the Registrant, dated
February 12, 1996, is incorporated herein by reference to Exhibit 8(d)
of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
   (e) Schedule 1 to the Fidelity Group Repo Custodian Agreement among
The Bank of New York and the Registrant, dated February 12, 1996, is
incorporated herein by reference to Exhibit 8(e) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
   (f) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and the Registrant, dated November
13, 1995, is incorporated herein by reference to Exhibit 8(f) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
   (g) Schedule 1 to the Fidelity Group Repo Custodian Agreement among
Chemical Bank and the Registrant, dated November 13, 1995, is
incorporated herein by reference to Exhibit 8(g) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
   (h) Joint Trading Account Custody Agreement between the The Bank of
New York and the Registrant, dated May 11, 1995, is incorporated
herein by reference to Exhibit 8(h) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31
   (i) First Amendment to Joint Trading Account Custody Agreement
between the The Bank of New York and the Registrant, dated July 14,
1995 is incorporated herein by reference to Exhibit 8(i) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.
  (9)  Not applicable.
  (10)  Not applicable.
  (11)  Not applicable.
   (12)  Not applicable.
  (13)  Not applicable.
  (14) (a) Fidelity Individual Retirement Account Custodial Agreement
and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(a) of Fidelity Union Street Trust's
(File No. 2-50318) Post-Effective Amendment No. 87.
   (b) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
   (c) National Financial Services Corporation Individual Retirement
Account Custodial Agreement and Disclosure Statement, as currently in
effect, is incorporated herein by reference to Exhibit 14(h) of
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
   (d) Fidelity Portfolio Advisory Services Individual Retirement
Account Custodial Agreement and Disclosure Statement, as currently in
effect, is incorporated herein by reference to Exhibit 14(i) of
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
   (e) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) of
Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
   (f) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
   (g) The CORPORATEplan for Retirement Profit Sharing/401K Plan, as
currently in effect, is incorporated herein by reference to Exhibit
14(l) of Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
   (h) The CORPORATEplan for Retirement Money Purchase Pension Plan,
as currently in effect, is incorporated herein by reference to Exhibit
14(m) of Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 87.
   (i) Fidelity Investments Section 403(b)(7) Individual Custodial
Account Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(f) of Fidelity
Commonwealth Trust's (File No. 2-52322) Post-Effective Amendment No.
57.
   (j) Plymouth Investments Defined Contribution Retirement Plan and
Trust Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(o) of Fidelity Commonwealth Trust's (File No.
2-52322) Post-Effective Amendment No. 57.
   (k) The Fidelity Prototype Defined Benefit Pension Plan and Trust
Basic Plan Document and Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) of Fidelity
Securities Fund's (File No. 2-93601) Post-Effective Amendment No. 33.
   (l) The Institutional Prototype Plan Basic Plan Document,
Standardized Adoption Agreement, and Non-Standardized Adoption
Agreement, as currently in effect, is incorporated herein by reference
to Exhibit 14(o) of Fidelity Securities Fund's (File No. 2-93601)
Post-Effective Amendment No. 33.
   (m) The CORPORATEplan for Retirement 100SM Profit Sharing/401(k)
Basic Plan Document, Standardized Adoption Agreement, and
Non-Standardized Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(f) of Fidelity
Securities Fund's (File No. 2-93601) Post-Effective Amendment No. 33.
   (n) The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers Basic Plan Document, Standardized Profit Sharing Plan
Adoption Agreement, Non-Standardized Discretionary Contribution Plan
No. 002 Adoption Agreement, and Non-Standardized Discretionary
Contribution Plan No. 003 Adoption Agreement, as currently in effect,
is incorporated herein by reference to Exhibit 14(g) of Fidelity
Securities Fund's (File No. 2-93601) Post-Effective Amendment No. 33.
   (o) Fidelity Investments 403(b) Sample Plan Basic Plan Document and
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(p) of Fidelity Securities Fund's (File No.
2-93601) Post-Effective Amendment No. 33.
   (p) Fidelity Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference
to Exhibit 14(c) of Fidelity Securities Fund's (File No. 2-93601)
Post-Effective Amendment No. 33.
   (q) Fidelity SIMPLE-IRAPlan Adoption Agreement, Company Profile
Form, and Plan Document, as currently in effect, is incorporated
herein by reference to Exhibit 14(q) of Fidelity Aberdeen Street
Trust's (File No. 33-43529) Post-Effective Amendment No. 19.
  (15) (a) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Class T is incorporated herein by
reference to Exhibit 15(a) of Post-Effective Amendment No. 41.
   (b) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Class B is incorporated herein by
reference to Exhibit 15(b) of Post-Effective Amendment No. 41.
   (c) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Institutional Class is
incorporated herein by reference to Exhibit 15(c) of Post-Effective
Amendment No. 41.
   (d) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Class A is incorporated herein by
reference to Exhibit 15(d) of Post-Effective Amendment No. 40.
   (e) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Advisor Equity Income Fund: Class C is incorporated herein by
reference to Exhibit 15(e) of Post-Effective Amendment No. 44.
  (16) (a) Schedule for computation of cumulative total returns and
average annual returns for Fidelity Advisor Equity Income Fund is
incorporated herein by reference to Exhibit 16 of Post-Effective
Amendment No. 35.
(b) Schedule for computation of adjusted net asset value and moving
averages for Fidelity Advisor Equity Income Fund is incorporated
herein by reference to Exhibit 16 of Post-Effective Amendment No. 35.
(c) Schedule for computation of 30-day yield for Fidelity Advisor
Equity Income Fund is incorporated herein by reference to Exhibit
16(c) of Post-Effective Amendment No. 38.
  (17)  Financial Data Schedule for Fidelity Advisor Equity Income
Fund will be filed by subsequent amendment.
  (18)  Rule 18f-3 Plan, dated October 16, 1997,  is incorporated
herein by reference to Exhibit 18 of Post-Effective Amendment No. 44.
Item 25. Persons Controlled by or Under Common Control with Registrant
 The Board of Trustees of the Registrant is substantially the same as
the Boards of the other Fidelity funds, each of which has Fidelity
Management & Research Company as its investment adviser. In addition,
the officers of these funds are substantially identical. Nonetheless,
the Registrant takes the position that it is not under common control
with these other funds since the power residing in the respective
Boards and officers arises as the result of an official position with
the respective funds.
Item 26. Number of Holders of Securities
As of September 30, 1997
Title of Class: Shares of Beneficial Interest
  Name of Series  Number of Record Holders
 Fidelity Advisor Equity Income Fund: Class A 1,931
 Fidelity Advisor Equity Income Fund: Class T 115,188
 Fidelity Advisor Equity Income Fund: Class B 51,460
 Fidelity Advisor Equity Income Fund: Institutional Class 2,460
 Fidelity Advisor Equity Income Fund: Class C 0
 
Item 27. Indemnification
 Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification
shall be provided to any past or present Trustee or officer. It states
that the Registrant shall indemnify any present or past Trustee or
officer to the fullest extent permitted by law against liability and
all expenses reasonably incurred by him in connection with any claim,
action, suit, or proceeding in which he is involved by virtue of his
service as a Trustee, an officer, or both. Additionally, amounts paid
or incurred in settlement of such matters are covered by this
indemnification. Indemnification will not be provided in certain
circumstances, however. These include instances of willful
misfeasance, bad faith, gross negligence, and reckless disregard of
the duties involved in the conduct of the particular office involved.
 Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense arising by reason of
any person acquiring any shares, based upon the ground that the
registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Registrant included a materially misleading statement or
omission. However, the Registrant does not agree to indemnify the
Distributor or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with,
information furnished to the Registrant by or on behalf of the
Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of
willful misfeasance, bad faith, gross negligence, and reckless
disregard of the obligations and duties under the Distribution
Agreement.
 Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any
losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:
 (1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder, which names FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or
 (2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.
 
<TABLE>
<CAPTION>
<S>                         <C>                                                       
Edward C. Johnson 3d        Chairman of the Board of FMR; President and Chief         
                            Executive Officer of FMR Corp.; Chairman of the           
                            Board and Director of FMR, FMR Corp., FMR Texas           
                            Inc., FMR (U.K.) Inc., and FMR (Far East) Inc.;           
                            Chairman of the Board and Representative Director of      
                            Fidelity Investments Japan Limited; President and         
                            Trustee of funds advised by FMR.                          
 
                                                                                      
 
Robert C. Pozen             President and Director of FMR; Senior Vice President      
                            and Trustee of funds advised by FMR; President and        
                            Director of FMR Texas Inc., FMR (U.K.) Inc., and          
                            FMR (Far East) Inc.; General Counsel, Managing            
                            Director, and Senior Vice President of FMR Corp.          
 
                                                                                      
 
Peter S. Lynch              Vice Chairman of the Board and Director of FMR.           
 
                                                                                      
 
Marta Amieva                Vice President of FMR.                                    
 
                                                                                      
 
John Carlson                Vice President of FMR.                                    
 
                                                                                      
 
Dwight D. Churchill         Senior Vice President of FMR.                             
 
                                                                                      
 
Barry Coffman               Vice President of FMR.                                    
 
                                                                                      
 
Arieh Coll                  Vice President of FMR.                                    
 
                                                                                      
 
Stephen G. Manning          Assistant Treasurer of FMR                                
 
                                                                                      
 
William Danoff              Senior Vice President of FMR and of a fund advised by     
                            FMR.                                                      
 
                                                                                      
 
Scott E. DeSano             Vice President of FMR.                                    
 
                                                                                      
 
Craig P. Dinsell            Vice President of FMR.                                    
 
                                                                                      
 
Penelope Dobkin             Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
George C. Domolky           Vice President of FMR.                                    
 
                                                                                      
 
Bettina Doulton             Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Margaret L. Eagle           Vice President of FMR and a fund advised by FMR.          
 
                                                                                      
 
Richard B. Fentin           Senior Vice President of FMR and Vice President of a      
                            fund advised by FMR.                                      
 
                                                                                      
 
Gregory Fraser              Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Jay Freedman                Assistant Clerk of FMR; Clerk of FMR Corp., FMR           
                            (U.K.) Inc., and FMR (Far East) Inc.; Secretary of FMR    
                            Texas Inc.                                                
 
                                                                                      
 
Robert Gervis               Vice President of FMR.                                    
 
                                                                                      
 
David L. Glancy             Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Kevin E. Grant              Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Barry A. Greenfield         Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Boyce I. Greer              Senior Vice President of FMR.                             
 
                                                                                      
 
Bart A. Grenier             Vice President of High-Income Funds advised by            
                            FMR;Vice President of FMR.                                
 
                                                                                      
 
Robert Haber                Vice President of FMR.                                    
 
                                                                                      
 
Richard C. Habermann        Senior Vice President of FMR; Vice President of funds     
                            advised by FMR.                                           
 
                                                                                      
 
William J. Hayes            Senior Vice President of FMR; Vice President of Equity    
                            funds advised by FMR.                                     
 
                                                                                      
 
Richard Hazlewood           Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Fred L. Henning Jr.         Senior Vice President of FMR; Vice President of           
                            Fixed-Income funds advised by FMR.                        
 
                                                                                      
 
Bruce Herring               Vice President of FMR.                                    
 
                                                                                      
 
John R. Hickling            Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Robert F. Hill              Vice President of FMR; Director of Technical Research.    
 
                                                                                      
 
Curt Hollingsworth          Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Abigail P. Johnson          Senior Vice President of FMR and of a fund advised by     
                            FMR; Associate Director and Senior Vice President of      
                            Equity funds advised by FMR.                              
 
                                                                                      
 
David B. Jones              Vice President of FMR.                                    
 
                                                                                      
 
Steven Kaye                 Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Francis V. Knox             Vice President of FMR; Compliance Officer of FMR          
                            (U.K.) Inc.                                               
 
                                                                                      
 
David P. Kurrasch           Vice President of FMR.                                    
 
                                                                                      
 
Robert A. Lawrence          Senior Vice President of FMR and Vice President of        
                            Fidelity Real Estate High Income and Fidelity Real        
                            Estate High Income II funds advised by FMR;               
                            Associate Director and Senior Vice President of Equity    
                            funds advised by FMR; Vice President of High Income       
                            funds advised by FMR.                                     
 
                                                                                      
 
Harris Leviton              Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Bradford E. Lewis           Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Mark G. Lohr                Vice President of FMR; Treasurer of FMR, FMR (U.K.)       
                            Inc., FMR (Far East) Inc., and FMR Texas Inc.             
 
                                                                                      
 
Arthur S. Loring            Senior Vice President, Clerk, and General Counsel of      
                            FMR; Vice President/Legal, and Assistant Clerk of         
                            FMR Corp.; Secretary of funds advised by FMR.             
 
                                                                                      
 
Richard R. Mace Jr.         Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Charles Mangum              Vice President of FMR.                                    
 
                                                                                      
 
Kevin McCarey               Vice President of FMR.                                    
 
                                                                                      
 
Diane McLaughlin            Vice President of FMR.                                    
 
                                                                                      
 
Neal P. Miller              Vice President of FMR.                                    
 
                                                                                      
 
Robert H. Morrison          Vice President of FMR; Director of Equity Trading.        
 
                                                                                      
 
David L. Murphy             Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
Scott Orr                   Vice President of FMR.                                    
 
                                                                                      
 
Jacques Perold              Vice President of FMR.                                    
 
                                                                                      
 
Anne Punzak                 Vice President of FMR.                                    
 
                                                                                      
 
Kenneth A. Rathgeber        Vice President of FMR; Treasurer of funds advised by      
                            FMR.                                                      
 
                                                                                      
 
Kennedy P. Richardson       Vice President of FMR.                                    
 
                                                                                      
 
Mark Rzepczynski            Vice President of FMR.                                    
 
                                                                                      
 
Lee H. Sandwen              Vice President of FMR.                                    
 
                                                                                      
 
Patricia A. Satterthwaite   Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Fergus Shiel                Vice President of FMR.                                    
 
                                                                                      
 
Carol Smith-Fachetti        Vice President of FMR.                                    
 
                                                                                      
 
Steven J. Snider            Vice President of FMR.                                    
 
                                                                                      
 
Thomas T. Soviero           Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Richard Spillane            Senior Vice President of FMR; Associate Director and      
                            Senior Vice President of Equity funds advised by FMR;     
                            Senior Vice President and Director of Operations and      
                            Compliance of FMR (U.K.) Inc.                             
 
                                                                                      
 
Thomas Sprague              Vice President of FMR.                                    
 
                                                                                      
 
Robert E. Stansky           Senior Vice President of FMR; Vice President of a fund    
                            advised by FMR.                                           
 
                                                                                      
 
Scott Stewart               Vice President of FMR.                                    
 
                                                                                      
 
Cythia Straus               Vice President of FMR.                                    
 
                                                                                      
 
Thomas Sweeney              Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Beth F. Terrana             Senior Vice President of FMR; Vice President of a fund    
                            advised by FMR.                                           
 
                                                                                      
 
Yoko Tilley                 Vice President of FMR.                                    
 
                                                                                      
 
Joel C. Tillinghast         Vice President of FMR and of a fund advised by FMR.       
 
                                                                                      
 
Robert Tuckett              Vice President of FMR.                                    
 
                                                                                      
 
Jennifer Uhrig              Vice President of FMR and of funds advised by FMR.        
 
                                                                                      
 
George A. Vanderheiden      Senior Vice President of FMR; Vice President of funds     
                            advised by FMR.                                           
 
                                                                                      
 
</TABLE>
 
(2)  FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
       25 Lovat Lane, London, EC3R 8LL, England
 FMR U.K. provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company. The
directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.
Edward C. Johnson 3d   Chairman of the Board and Director of FMR U.K.,         
                       FMR, FMR Corp., FMR Texas Inc., and FMR (Far            
                       East) Inc.; Chairman of the Executive Committee of      
                       FMR; President and Chief Executive Officer of FMR       
                       Corp.; Chairman of the Board and Representative         
                       Director of Fidelity Investments Japan Limited;         
                       President and Trustee of funds advised by FMR.          
 
                                                                               
 
Robert C. Pozen        President and Director of FMR; Senior Vice President    
                       and Trustee of funds advised by FMR; President and      
                       Director of FMR Texas Inc., FMR (U.K.) Inc., and        
                       FMR (Far East) Inc.; General Counsel, Managing          
                       Director, and Senior Vice President of FMR Corp.        
 
                                                                               
 
Mark G. Lohr           Treasurer of FMR U.K., FMR, FMR (Far East) Inc., and    
                       FMR Texas Inc.; Vice President of FMR.                  
 
                                                                               
 
Stephen G. Manning     Assistant Treasurer of FMR U.K., FMR, FMR (Far          
                       East) Inc., and FMR Texas Inc.; Treasurer of FMR        
                       Corp.                                                   
 
                                                                               
 
Francis V. Knox        Compliance Officer of FMR U.K.; Vice President of       
                       FMR.                                                    
 
                                                                               
 
Jay Freedman           Clerk of FMR U.K., FMR (Far East) Inc., and FMR         
                       Corp.; Assistant Clerk of FMR; Secretary of FMR         
                       Texas Inc.                                              
 
 
(3)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FAR EAST) INC. (FMR FAR
EAST)
      Shiroyama JT Mori Bldg., 4-3-1 Toranomon Minato-ku, Tokyo 105,
Japan
 FMR Far East provides investment advisory services to Fidelity
Management & Research Company and Fidelity Management Trust Company. 
The directors and officers of the Sub-Adviser have held the following
positions of a substantial nature during the past two fiscal years.
Edward C. Johnson 3d   Chairman of the Board and Director of FMR Far        
                       East, FMR, FMR Corp., FMR Texas Inc., and            
                       FMR (U.K.) Inc.; Chairman of the Executive           
                       Committee of FMR; President and Chief                
                       Executive Officer of FMR Corp.; Chairman of          
                       the Board and Representative Director of Fidelity    
                       Investments Japan Limited; President and             
                       Trustee of funds advised by FMR.                     
 
                                                                            
 
Robert C. Pozen        President and Director of FMR; Senior Vice           
                       President and Trustee of funds advised by FMR;       
                       President and Director of FMR Texas Inc., FMR        
                       (U.K.) Inc., and FMR (Far East) Inc.; General        
                       Counsel, Managing Director, and Senior Vice          
                       President of FMR Corp.                               
 
                                                                            
 
Bill Wilder            Vice President of FMR Far East; President and        
                       Representative Director of Fidelity Investments      
                       Japan Limited.                                       
 
                                                                            
 
Mark G. Lohr           Treasurer of FMR Far East, FMR, FMR (U.K.)           
                       Inc., and FMR Texas Inc.; Vice President of          
                       FMR.                                                 
 
                                                                            
 
Stephen G. Manning     Assistant Treasurer of FMR Far East, FMR,            
                       FMR (U.K.) Inc., and FMR Texas Inc.; Vice            
                       President and Treasurer of FMR Corp.                 
 
                                                                            
 
Jay Freedman           Clerk of FMR Far East, FMR (U.K.) Inc., and          
                       FMR Corp.; Assistant Clerk of FMR; Secretary         
                       of FMR Texas Inc.                                    
 
                                                                            
 
Robert Auld            Vice President of FMR Far East.                      
 
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for
most funds advised by FMR.
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Michael Mlinac         Director                   None                    
 
James Curvey           Director                   None                    
 
Martha B. Willis       President                  None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
Caron Ketchum          Treasurer and Controller   None                    
 
Gary Greenstein        Assistant Treasurer        None                    
 
Jay Freedman           Assistant Clerk            None                    
 
Linda Holland          Compliance Officer         None                    
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the
fund's custodian, The Chase Manhattan Bank, 1 Chase Manhattan Plaza,
New York, N.Y.
Item 31. Management Services
  Not applicable.
Item 32. Undertakings
 The Registrant, on behalf of Fidelity Advisor Equity Income Fund,
provided the information required by Item 5A is contained in the
annual report, undertakes to furnish to each person to whom a
prospectus has been delivered, upon their request and without charge,
a copy of the Registrant's latest annual report to shareholders.
  
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 45 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, and Commonwealth of Massachusetts, on the 19th day
of December 1997.
      FIDELITY ADVISOR SERIES III
      By /s/Edward C. Johnson 3d(dagger)
           Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
<S>                               <C>                             <C>                 
       (Signature)                (Title)                         (Date)              
 
/s/Edward C. Johnson 3d(dagger)   President and Trustee           December 19, 1997   
 
Edward C. Johnson 3d              (Principal Executive Officer)                       
 
                                                                                      
 
/s/Richard A. Silver              Treasurer                       December 19, 1997   
 
Richard A. Silver                                                                     
 
                                                                                      
 
/s/Robert C. Pozen                Trustee                         December 19, 1997   
 
Robert C. Pozen                                                                       
 
                                                                                      
 
/s/Ralph F. Cox*                  Trustee                         December 19, 1997   
 
Ralph F. Cox                                                                          
 
                                                                                      
 
/s/Phyllis Burke Davis*           Trustee                         December 19, 1997   
 
Phyllis Burke Davis                                                                   
 
                                                                                      
 
/s/Robert M. Gates**              Trustee                         December 19, 1997   
 
Robert M. Gates                                                                       
 
                                                                                      
 
/s/E. Bradley Jones*              Trustee                         December 19, 1997   
 
E. Bradley Jones                                                                      
 
                                                                                      
 
/s/Donald J. Kirk*                Trustee                         December 19, 1997   
 
Donald J. Kirk                                                                        
 
                                                                                      
 
/s/Peter S. Lynch*                Trustee                         December 19, 1997   
 
Peter S. Lynch                                                                        
 
                                                                                      
 
/s/Marvin L. Mann*                Trustee                         December 19, 1997   
 
Marvin L. Mann                                                                        
 
                                                                                      
 
/s/William O. McCoy*              Trustee                         December 19, 1997   
 
William O. McCoy                                                                      
 
                                                                                      
 
/s/Gerald C. McDonough*           Trustee                         December 19, 1997   
 
Gerald C. McDonough                                                                   
 
                                                                                      
 
/s/Thomas R. Williams*            Trustee                         December 19, 1997   
 
Thomas R. Williams                                                                    
 
                                                                                      
 
</TABLE>
 
(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith. 
** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith. 
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Hereford Street Trust                      
Fidelity Advisor Series I                Fidelity Income Fund                                
Fidelity Advisor Series II               Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series III              Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series IV               Fidelity Investment Trust                           
Fidelity Advisor Series V                Fidelity Magellan Fund                              
Fidelity Advisor Series VI               Fidelity Massachusetts Municipal Trust              
Fidelity Advisor Series VII              Fidelity Money Market Trust                         
Fidelity Advisor Series VIII             Fidelity Mt. Vernon Street Trust                    
Fidelity Beacon Street Trust             Fidelity Municipal Trust                            
Fidelity Boston Street Trust             Fidelity Municipal Trust II                         
Fidelity California Municipal Trust      Fidelity New York Municipal Trust                   
Fidelity California Municipal Trust II   Fidelity New York Municipal Trust II                
Fidelity Capital Trust                   Fidelity Phillips Street Trust                      
Fidelity Charles Street Trust            Fidelity Puritan Trust                              
Fidelity Commonwealth Trust              Fidelity Revere Street Trust                        
Fidelity Concord Street Trust            Fidelity School Street Trust                        
Fidelity Congress Street Fund            Fidelity Securities Fund                            
Fidelity Contrafund                      Fidelity Select Portfolios                          
Fidelity Corporate Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Court Street Trust              Fidelity Summer Street Trust                        
Fidelity Court Street Trust II           Fidelity Trend Fund                                 
Fidelity Covington Trust                 Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Daily Money Fund                Fidelity U.S. Investments-Government Securities     
Fidelity Destiny Portfolios                 Fund, L.P.                                       
Fidelity Deutsche Mark Performance       Fidelity Union Street Trust                         
  Portfolio, L.P.                        Fidelity Union Street Trust II                      
Fidelity Devonshire Trust                Fidelity Yen Performance Portfolio, L.P.            
Fidelity Exchange Fund                   Newbury Street Trust                                
Fidelity Financial Trust                 Variable Insurance Products Fund                    
Fidelity Fixed-Income Trust              Variable Insurance Products Fund II                 
Fidelity Government Securities Fund      Variable Insurance Products Fund III                
Fidelity Hastings Street Trust                                                               
 
</TABLE>
 
in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission.  I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof.  This power of attorney is effective for all documents
filed on or after August 1, 1997.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d_   July 17, 1997   
 
Edward C. Johnson 3d                       
 
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Government Securities Fund                 
Fidelity Advisor Annuity Fund            Fidelity Hastings Street Trust                      
Fidelity Advisor Series I                Fidelity Hereford Street Trust                      
Fidelity Advisor Series II               Fidelity Income Fund                                
Fidelity Advisor Series III              Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series IV               Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series V                Fidelity Institutional Trust                        
Fidelity Advisor Series VI               Fidelity Investment Trust                           
Fidelity Advisor Series VII              Fidelity Magellan Fund                              
Fidelity Advisor Series VIII             Fidelity Massachusetts Municipal Trust              
Fidelity Beacon Street Trust             Fidelity Money Market Trust                         
Fidelity Boston Street Trust             Fidelity Mt. Vernon Street Trust                    
Fidelity California Municipal Trust      Fidelity Municipal Trust                            
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                         
Fidelity Capital Trust                   Fidelity New York Municipal Trust                   
Fidelity Charles Street Trust            Fidelity New York Municipal Trust II                
Fidelity Commonwealth Trust              Fidelity Phillips Street Trust                      
Fidelity Congress Street Fund            Fidelity Puritan Trust                              
Fidelity Contrafund                      Fidelity Revere Street Trust                        
Fidelity Corporate Trust                 Fidelity School Street Trust                        
Fidelity Court Street Trust              Fidelity Securities Fund                            
Fidelity Court Street Trust II           Fidelity Select Portfolios                          
Fidelity Covington Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Daily Money Fund                Fidelity Summer Street Trust                        
Fidelity Daily Tax-Exempt Fund           Fidelity Trend Fund                                 
Fidelity Destiny Portfolios              Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Deutsche Mark Performance       Fidelity U.S. Investments-Government Securities     
  Portfolio, L.P.                           Fund, L.P.                                       
Fidelity Devonshire Trust                Fidelity Union Street Trust                         
Fidelity Exchange Fund                   Fidelity Union Street Trust II                      
Fidelity Financial Trust                 Fidelity Yen Performance Portfolio, L.P.            
Fidelity Fixed-Income Trust              Variable Insurance Products Fund                    
                                         Variable Insurance Products Fund II                 
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission.  I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof.  This power
of attorney is effective for all documents filed on or after January
1, 1997.
 WITNESS our hands on this nineteenth day of December, 1996.
 
/s/Edward C. Johnson 3d___________    /s/Peter S. Lynch________________    
 
Edward C. Johnson 3d                  Peter S. Lynch                       
                                                                           
                                                                           
                                                                           
 
/s/J. Gary Burkhead_______________    /s/William O. McCoy______________    
 
J. Gary Burkhead                      William O. McCoy                     
                                                                           
 
/s/Ralph F. Cox __________________   /s/Gerald C. McDonough___________    
 
Ralph F. Cox                         Gerald C. McDonough                  
                                                                          
 
/s/Phyllis Burke Davis_____________   /s/Marvin L. Mann________________    
 
Phyllis Burke Davis                   Marvin L. Mann                       
                                                                           
 
/s/E. Bradley Jones________________   /s/Thomas R. Williams ____________   
 
E. Bradley Jones                      Thomas R. Williams                   
                                                                           
 
/s/Donald J. Kirk __________________          
 
Donald J. Kirk                                
                                              
 
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee, or General Partner, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                 
Fidelity Aberdeen Street Trust           Fidelity Government Securities Fund                 
Fidelity Advisor Annuity Fund            Fidelity Hastings Street Trust                      
Fidelity Advisor Series I                Fidelity Hereford Street Trust                      
Fidelity Advisor Series II               Fidelity Income Fund                                
Fidelity Advisor Series III              Fidelity Institutional Cash Portfolios              
Fidelity Advisor Series IV               Fidelity Institutional Tax-Exempt Cash Portfolios   
Fidelity Advisor Series V                Fidelity Institutional Trust                        
Fidelity Advisor Series VI               Fidelity Investment Trust                           
Fidelity Advisor Series VII              Fidelity Magellan Fund                              
Fidelity Advisor Series VIII             Fidelity Massachusetts Municipal Trust              
Fidelity Beacon Street Trust             Fidelity Money Market Trust                         
Fidelity Boston Street Trust             Fidelity Mt. Vernon Street Trust                    
Fidelity California Municipal Trust      Fidelity Municipal Trust                            
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                         
Fidelity Capital Trust                   Fidelity New York Municipal Trust                   
Fidelity Charles Street Trust            Fidelity New York Municipal Trust II                
Fidelity Commonwealth Trust              Fidelity Phillips Street Trust                      
Fidelity Congress Street Fund            Fidelity Puritan Trust                              
Fidelity Contrafund                      Fidelity Revere Street Trust                        
Fidelity Corporate Trust                 Fidelity School Street Trust                        
Fidelity Court Street Trust              Fidelity Securities Fund                            
Fidelity Court Street Trust II           Fidelity Select Portfolios                          
Fidelity Covington Trust                 Fidelity Sterling Performance Portfolio, L.P.       
Fidelity Daily Money Fund                Fidelity Summer Street Trust                        
Fidelity Daily Tax-Exempt Fund           Fidelity Trend Fund                                 
Fidelity Destiny Portfolios              Fidelity U.S. Investments-Bond Fund, L.P.           
Fidelity Deutsche Mark Performance       Fidelity U.S. Investments-Government Securities     
  Portfolio, L.P.                           Fund, L.P.                                       
Fidelity Devonshire Trust                Fidelity Union Street Trust                         
Fidelity Exchange Fund                   Fidelity Union Street Trust II                      
Fidelity Financial Trust                 Fidelity Yen Performance Portfolio, L.P.            
Fidelity Fixed-Income Trust              Variable Insurance Products Fund                    
                                         Variable Insurance Products Fund II                 
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to
sign for me and in my name in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in my name
and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission.  I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof.  This power
of attorney is effective for all documents filed on or after March 1,
1997.
 WITNESS my hand on the date set forth below.
/s/Robert M. Gates              March 6, 1997   
 
Robert M. Gates                                 
 

 
 
           Exhibit 6(d)
      FORM OF
BANK AGENCY AGREEMENT
 We at Fidelity Distributors Corporation offer to make available to
your customers shares of the mutual funds, or the separate series or
classes of the mutual funds, listed on Schedules A and B attached to
this Agreement (the "Portfolios").  We may periodically change the
list of Portfolios by giving you written notice of the change.  We are
the Portfolios' principal underwriter and act as agent for the
Portfolios.  You (____________________________________) are a division
or affiliate of a bank (____________________________________) and
desire to make Portfolio shares available to your customers on the
following terms:
 1. Certain Defined Terms:  As used in this Agreement, the term
"Prospectus" means the applicable Portfolio's prospectus and related
statement of additional information, whether in paper format or
electronic format, included in the Portfolio's then currently
effective registration statement (or post-effective amendment
thereto), and any information that we or the Portfolio may issue to
you as a supplement to such prospectus or statement of additional
information (a "sticker"), all as filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933.
 2. Making Portfolio Shares Available to Your Customers:  (a)  In all
transactions covered by this Agreement: (i) you will act as agent for
your customers; in no transaction are you authorized to act as agent
for us or for any Portfolio; (ii) you will initiate transactions only
upon your customers' orders; (iii) we will execute transactions only
upon receiving instructions from you acting as agent for your
customers; and (iv) each transaction will be for your customer's
account and not for your own account.  Each transaction will be
without recourse to you, provided that you act in accordance with the
terms of this Agreement.
  (b)  You agree to make Portfolio shares available to your customers
only at the applicable public offering price in accordance with the
Prospectus.  If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to make Portfolio shares available to your
customer at the applicable reduced sales charge.  You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
  (c)  You agree to order Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment.  You will not withhold placing customers'
orders so as to profit yourself as a result of such withholding (for
example, by a change in a Portfolio's net asset value from that used
in determining the offering price to your customers).
  (d)  We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus.  We will not accept from you a conditional order for
Portfolio shares.  All orders are subject to acceptance or rejection
by us in our sole discretion.  We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
  (e)  The placing of orders with us will be governed by instructions
that we will periodically issue to you.  You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act").
  (f)  You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder.  You agree to make Portfolio shares available to your
customers only in states where you may legally make such Portfolio's
shares available.  You will not make available shares of any Portfolio
unless such shares are registered under the applicable state and
federal laws and the rules and regulations thereunder.
  (g)  Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC").  A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
  (h)  You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf on a
fully disclosed basis.  At the time of the transaction, you guarantee
the legal capacity of your customers and any co-owners of such shares
so transacting in such shares.
 3. Your Compensation:  (a)  Your fee, if any, for acting as agent
with respect to sales of Portfolio shares will be as provided in the
Prospectus or in the applicable schedule of agency fees issued by us
and in effect at the time of the sale.  Upon written notice to you, we
or any Portfolio may change or discontinue any schedule of agency
fees, or issue a new schedule.
  (b)  If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan.  If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds.  Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect.  Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule.  A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
  (c)  After the effective date of any change in or discontinuance of
any schedule of agency fees, distribution payments, or service
payments, or the termination of a Plan, any agency fees, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination.  You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination.  In the
event of any overpayment by us of any agency fee, distribution
payment, or service payment, you will remit such overpayment.
  (d)  If, within seven (7) business days after our confirmation of
the original purchase order for shares of a Portfolio, such shares are
redeemed by the issuing Portfolio or tendered for redemption by the
customer, you agree (i) to refund promptly to us the full amount of
any agency fee, distribution payment, or service payment paid to you
on such shares, and (ii) if not yet paid to you, to forfeit the right
to receive any agency fee, distribution payment, or service payment
payable to you on such shares.  We will notify you of any such
redemption within ten (10) days after the date of the redemption.
 4. Certain Types of Accounts:  (a)  You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers.  If you hold Portfolio shares as nominee for your
customers, all Prospectuses, proxy statements, periodic reports, and
other printed material will be sent to you, and all confirmations and
other communications to shareholders will be transmitted to you.  You
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee.  However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications. 
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
  (b)  With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
  (c)  Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
  (d)  If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject.  You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
 5. Status as Registered Broker/Dealer or "Bank":  (a)  Each party to
this Agreement represents to the other party that it is either (i) a
registered broker/dealer under the 1934 Act, or (ii) a "bank" as
defined in Section 3(a)(6) of the 1934 Act.  
  (b)  If a party is a registered broker/dealer, such party represents
that it is qualified to act as a broker/dealer in the states where it
transacts business, and it is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD").  It agrees
to maintain its broker/dealer registration and qualifications and its
NASD membership in good standing throughout the term of this
Agreement.  It agrees to abide by all of the NASD's rules and
regulations, including the NASD's Conduct Rules -- in particular,
Section 2830 of such Rules, which section is deemed a part of and is
incorporated by reference in this Agreement.  This Agreement will
terminate automatically without notice in the event that a party's
NASD membership is terminated. 
  (c)  If you are a "bank", you represent that you are duly authorized
to engage in the transactions to be performed under this Agreement,
and you agree to comply with all applicable federal and state laws,
including the rules and regulations of all applicable federal and
state bank regulatory agencies and authorities.  This Agreement will
terminate automatically without notice in the event that you cease to
be a "bank" as defined in Section 3(a)(6) of the 1934 Act.
  (d)  Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio.  Neither we nor any Portfolio shall be liable for any of
your acts or obligations as a dealer under this Agreement.
 6. Information Relating to the Portfolios:  (a)  No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus. 
In ordering Portfolio shares from us under this Agreement, you will
rely only on the representations contained in the Prospectus.  Upon
your request, we will furnish you with a reasonable number of copies
of the Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).  
  (b)  Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios.  You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information.  We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
  (c)  You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with making Portfolio shares available to your customers
without obtaining our prior written approval.  You may not distribute
or make available to investors any information that we furnish you
marked "FOR DEALER USE ONLY" or that otherwise indicates that it is
confidential or not intended to be distributed to investors.
 7. Indemnification:  (a)  We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement.  Such indemnification will survive the termination of
this Agreement.
  (b)  You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement. 
Such indemnification will survive the termination of this Agreement.
 8. Customer Lists:  We hereby agree that we shall not use any list of
your customers which may be obtained in connection with this Agreement
for the purpose of solicitation of any product or service without your
express written consent.  However, nothing in this paragraph or
otherwise shall be deemed to prohibit or restrict us or our affiliates
in any way from solicitations of any product or service directed at,
without limitation, the general public, any segment thereof, or any
specific individual, provided such solicitation is not based upon such
list.
 9. Duration of Agreement:  This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty if a majority of a Portfolio's Trustees who
are not interested persons of the Portfolio (as defined in the
Investment Company Act of 1940 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan.  This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.
 10. Amendment and Termination of Agreement:  (a)  We may amend any
provision of this Agreement by giving you written notice of the
amendment.  Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate.  This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
  (b)  In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is file against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you.  You agree to notify us
promptly and to immediately suspend making Portfolio shares available
to your customers in the event of any such filing or violation, or in
the event that you cease to be a member in good standing of the NASD
or you cease to be a "bank" as defined in Section 3(a)(6) of the 1934
Act.  
  (c)  Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause.  The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
11. Arbitration:  In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute.  The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us.  Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices:  All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail). 
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L12A, Boston, Massachusetts 02109,
Attn: Bank Wholesale Market.  All notices to you shall be given or
sent to you at the address specified by you below.  Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 12.
13. Miscellaneous:  This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us.  This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts.  This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement.  The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
   Very truly yours,
   FIDELITY DISTRIBUTORS
   CORPORATION
 
Please return two signed copies of this Agreement to Fidelity
Distributors Corporation.  Upon acceptance, one countersigned copy
will be returned to you for your files.
_____________________________________
 Name of Firm
Address: _____________________________
_____________________________________
_____________________________________
    
By __________________________________
 Authorized Representative
_____________________________________
 Name and Title (please print or type)
ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION
By __________________________________
Dated: ________________
 
 [ATTACH REVISED SCHEDULES A AND B ]

 
 
          Exhibit 6(e)
        FORM OF
SELLING DEALER AGREEMENT
 We at Fidelity Distributors Corporation invite you
(______________________________) to distribute shares of the mutual
funds, or the separate series or classes of the mutual funds, listed
on Schedule A attached to this Agreement (the "Portfolios").  We may
periodically change the list of Portfolios by giving you written
notice of the change.  We are the Portfolios' principal underwriter
and, as agent for the Portfolios, we offer to sell Portfolio shares to
you on the following terms:
 1. Certain Defined Terms:  As used in this Agreement, the term
"Prospectus" means the applicable Portfolio's prospectus and related
statement of additional information, whether in paper format or
electronic format, included in the Portfolio's then currently
effective registration statement (or post-effective amendment
thereto), and any information that we or the Portfolio may issue to
you as a supplement to such prospectus or statement of additional
information (a "sticker"), all as filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933.
 2. Purchases of Portfolio Shares for Sale to Customers:  (a)  In
offering and selling Portfolio shares to your customers, you agree to
act as dealer for your own account; you are not authorized to act as
agent for us or for any Portfolio.
  (b)  You agree to offer and sell Portfolio shares to your customers
only at the applicable public offering price in accordance with the
Prospectus.  If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to offer and sell Portfolio shares to your
customer at the applicable reduced sales charge.  You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
  (c)  You agree to purchase Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment.  You also agree not to purchase any Portfolio
shares from your customers at a price lower than the applicable
redemption price, determined in the manner described in the
Prospectus.  You will not withhold placing customers' orders so as to
profit yourself as a result of such withholding (for example, by a
change in a Portfolio's net asset value from that used in determining
the offering price to your customers).
  (d)  We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus.  We will not accept from you a conditional order for
Portfolio shares.  All orders are subject to acceptance or rejection
by us in our sole discretion.  We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
  (e)  The placing of orders with us will be governed by instructions
that we will periodically issue to you.  You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act").  If
we do not receive your payment on or before such settlement date, we
may, without notice, cancel the sale, or, at our option, sell the
shares that you ordered back to the issuing Portfolio, and we may hold
you responsible for any loss suffered by us or the issuing Portfolio
as a result of your failure to make payment as required.
  (f)  You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder.  You agree to offer and sell Portfolio shares only in
states where you may legally offer and sell such Portfolio's shares. 
You will not offer shares of any Portfolio for sale unless such shares
are registered for sale under the applicable state and federal laws
and the rules and regulations thereunder.
  (g)  Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC").  A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
  (h)  You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf.  At the
time of the transaction, you guarantee the legal capacity of your
customers and any co-owners of such shares so transacting in such
shares.
 3. Your Compensation:  (a)  Your concession, if any, on your sales of
Portfolio shares will be as provided in the Prospectus or in the
applicable schedule of concessions issued by us and in effect at the
time of our sale to you.  Upon written notice to you, we or any
Portfolio may change or discontinue any schedule of concessions, or
issue a new schedule.
  (b)  If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan.  If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds.  Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect.  Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule.  A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
  (c)  After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination.  You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination.  In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.
  (d)  If any Portfolio shares sold to you by us under the terms of
this Agreement are redeemed by the issuing Portfolio or tendered for
redemption by the customer within seven (7) business days after the
date of our confirmation of your original purchase order for such
shares, you agree (i) to refund promptly to us the full amount of any
concession, distribution payment, or service payment allowed or paid
to you on such shares, and (ii) if not yet allowed or paid to you, to
forfeit the right to receive any concession, distribution payment, or
service payment allowable or payable to you on such shares.  We will
notify you of any such redemption within ten (10) days after the date
of the redemption.
 4. Certain Types of Accounts:  (a)  You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers.  If you hold Portfolio shares as nominee for your
customers, all Prospectuses, proxy statements, periodic reports, and
other printed material will be sent to you, and all confirmations and
other communications to shareholders will be transmitted to you.  You
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee.  However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications. 
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
  (b)  With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
  (c)  Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
  (d)  If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject.  You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
 5. Status as Registered Broker/Dealer:  (a)  Each party to this
Agreement represents to the other party that (i) it is registered as a
broker/dealer under the 1934 Act, (ii) it is qualified to act as a
broker/dealer in the states where it transacts business, and (iii) it
is a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD").  Each party agrees to maintain its
broker/dealer registration and qualifications and its NASD membership
in good standing throughout the term of this Agreement.  Each party
agrees to abide by all of the NASD's rules and regulations, including
the NASD's Conduct Rules -- in particular, Section 2830 of such Rules,
which section is deemed a part of and is incorporated by reference in
this Agreement.  This Agreement will terminate automatically without
notice in the event that either party's NASD membership is terminated.
  (b)  Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio.  Neither we nor any Portfolio shall be liable for any of
your acts or obligations as a dealer under this Agreement.
 6. Information Relating to the Portfolios:  (a)  No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus. 
In buying Portfolio shares from us under this Agreement, you will rely
only on the representations contained in the Prospectus.  Upon your
request, we will furnish you with a reasonable number of copies of the
Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).
  (b)  Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios.  You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information.  We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
  (c)  You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with the offer or sale of Portfolio shares without
obtaining our prior written approval.  You may not distribute or make
available to investors any information that we furnish you marked "FOR
DEALER USE ONLY" or that otherwise indicates that it is confidential
or not intended to be distributed to investors.
 7. Indemnification:  (a)  We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement.  Such indemnification will survive the termination of
this Agreement.
  (b)  You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement. 
Such indemnification will survive the termination of this Agreement.
 8. Customer Lists:  We hereby agree that we shall not use any list of
your customers which may be obtained in connection with this Agreement
for the purpose of solicitation of any product or service without your
express written consent.  However, nothing in this paragraph or
otherwise shall be deemed to prohibit or restrict us or our affiliates
in any way from solicitations of any product or service directed at,
without limitation, the general public, any segment thereof, or any
specific individual, provided such solicitation is not based upon such
list.
 9. Duration of Agreement:  This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty if a majority of a Portfolio's Trustees who
are not interested persons of the Portfolio (as defined in the
Investment Company Act of 1940 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan.  This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein. 
 10. Amendment and Termination of Agreement:  (a)  We may amend any
provision of this Agreement by giving you written notice of the
amendment.  Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate.  This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
  (b)  In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is filed against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you.  You agree to notify us
promptly and to immediately suspend sales of Portfolio shares in the
event of any such filing or violation, or in the event that you cease
to be a member in good standing of the NASD.  
  (c)  Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause.  The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
 11. Arbitration:  In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute.  The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us.  Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices:  All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail). 
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L10A, Boston, Massachusetts 02109,
Attn: Broker Dealer Services Group.  All notices to you shall be given
or sent to you at the address specified by you below.  Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 12.
13. Miscellaneous:  This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us.  This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts.  This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement.  The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
   Very truly yours,
   FIDELITY DISTRIBUTORS
   CORPORATION
 
Please return two signed copies of this Agreement to Fidelity
Distributors Corporation.  Upon acceptance, one countersigned copy
will be returned to you for your files.
_____________________________________
 Name of Firm
Address: _____________________________
_____________________________________
_____________________________________
    
By __________________________________
 Authorized Representative
_____________________________________
 Name and Title (please print or type)
CRD # _______________________________
ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION
By __________________________________
Dated: _________________
 
[ATTACH REVISED SCHEDULE A]

 
 
           Exhibit 6(f)
          FORM OF
SELLING DEALER AGREEMENT
(FOR BANK-RELATED TRANSACTIONS)
 We at Fidelity Distributors Corporation invite you to distribute
shares of the mutual funds, or the separate series or classes of the
mutual funds, listed on Schedules A and B attached to this Agreement
(the "Portfolios").  We may periodically change the list of Portfolios
by giving you written notice of the change.  We are the Portfolios'
principal underwriter and, as agent for the Portfolios, we offer to
sell Portfolio shares to you on the following terms:
 1. Certain Defined Terms:  (a)  You
(_____________________________________) are registered as a
broker/dealer under the Securities Exchange Act of 1934 (the "1934
Act") and have executed a written agreement with a bank or bank
affiliate to provide brokerage services to that bank, bank affiliate
and/or their customers.  As used in this Agreement, the term "Bank"
means a bank as defined in Section 3(a)(6) of the 1934 Act, or an
affiliate of such a bank, with which you have entered into a written
agreement to provide brokerage services; and the term "Bank Client"
means a customer of such a Bank.
  (b)  As used in this Agreement, the term "Prospectus" means the
applicable Portfolio's prospectus and related statement of additional
information, whether in paper format or electronic format, included in
the Portfolio's then currently effective registration statement (or
post-effective amendment thereto), and any information that we or the
Portfolio may issue to you as a supplement to such prospectus or
statement of additional information (a "sticker"), all as filed with
the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933.
 2. Purchases of Portfolio Shares for Sale to Customers:  (a)  In
offering and selling Portfolio shares to your customers, you agree to
act as dealer for your own account; you are not authorized to act as
agent for us or for any Portfolio.
  (b)  You agree to offer and sell Portfolio shares to your customers
only at the applicable public offering price in accordance with the
Prospectus.  If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to offer and sell Portfolio shares to your
customer at the applicable reduced sales charge.  You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
  (c)  You agree to purchase Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment.  You also agree not to purchase any Portfolio
shares from your customers at a price lower than the applicable
redemption price, determined in the manner described in the
Prospectus. You will not withhold placing customers' orders so as to
profit yourself as a result of such withholding (for example, by a
change in a Portfolio's net asset value from that used in determining
the offering price to your customers).
  (d)  We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus.  We will not accept from you a conditional order for
Portfolio shares.  All orders are subject to acceptance or rejection
by us in our sole discretion.  We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
  (e)  The placing of orders with us will be governed by instructions
that we will periodically issue to you.  You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the 1934 Act.  If we do not receive your payment on or
before such settlement date, we may, without notice, cancel the sale,
or, at our option, sell the shares that you ordered back to the
issuing Portfolio, and we may hold you responsible for any loss
suffered by us or the issuing Portfolio as a result of your failure to
make payment as required.
  (f)  You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder.  You agree to offer and sell Portfolio shares only in
states where you may legally offer and sell such Portfolio's shares. 
You will not offer shares of any Portfolio for sale unless such shares
are registered for sale under the applicable state and federal laws
and the rules and regulations thereunder.
  (g)  Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC").  A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
  (h)  You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf on a
fully disclosed basis.  At the time of the transaction, you guarantee
the legal capacity of your customers and any co-owners of such shares
so transacting in such shares.
 3. Your Compensation:  (a)  Your concession, if any, on your sales of
Portfolio shares will be as provided in the Prospectus or in the
applicable schedule of concessions issued by us and in effect at the
time of our sale to you.  Upon written notice to you, we or any
Portfolio may change or discontinue any schedule of concessions, or
issue a new schedule.
  (b)  If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan.  If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds.  Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect.  Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule.  A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
  (c)  Concessions, distribution payments, and service payments apply
only with respect to (i) shares of the "Fidelity Funds" (as designated
on Schedule A attached to this Agreement) purchased or maintained for
the account of Bank Clients, and (ii) shares of the "Fidelity Advisor
Funds" (as designated on Schedule B attached to this Agreement). 
Anything to the contrary notwithstanding, neither we nor any Portfolio
will provide to you, nor may you retain, concessions on your sales of
shares of, or distribution payments or service payments with respect
to assets of, the Fidelity Funds attributable to you or any of your
clients, other than Bank Clients.  When you place an order in shares
of the Fidelity Funds with us, you will identify the Bank on behalf of
whose Clients you are placing the order; and you will identify as a
non-Bank Client Order, any order in shares of the Fidelity Funds
placed for the account of a non-Bank Client.
  (d)  After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination.  In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.
  (e)  If any Portfolio shares sold to you by us under the terms of
this Agreement are redeemed by the issuing Portfolio or tendered for
redemption by the customer within seven (7) business days after the
date of our confirmation of your original purchase order for such
shares, you agree (i) to refund promptly to us the full amount of any
concession, distribution payment, or service payment allowed or paid
to you on such shares, and (ii) if not yet allowed or paid to you, to
forfeit the right to receive any concession, distribution payment, or
service payment allowable or payable to you on such shares.  We will
notify you of any such redemption within ten (10) days after the date
of the redemption.
 4. Certain Types of Accounts:  (a)  You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers.  If you hold Portfolio shares as nominee for your
customers, all Prospectuses, proxy statements, periodic reports, and
other printed material will be sent to you, and all confirmations and
other communications to shareholders will be transmitted to you.  You
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee.  However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications. 
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
  (b)  With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
  (c)  Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
  (d)  If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject.  You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
 5. Status as Registered Broker/Dealer:  (a)  Each party to this
Agreement represents to the other party that (i) it is registered as a
broker/dealer under the 1934 Act, (ii) it is qualified to act as a
broker/dealer in the states where it transacts business, and (iii) it
is a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD").  Each party agrees to maintain its
broker/dealer registration and qualifications and its NASD membership
in good standing throughout the term of this Agreement.  Each party
agrees to abide by all of the NASD's rules and regulations, including
the NASD's Conduct Rules -- in particular, Section 2830 of such Rules,
which section is deemed a part of and is incorporated by reference in
this Agreement.  This Agreement will terminate automatically without
notice in the event that either party's NASD membership is terminated.
  (b)  Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio.  Neither we nor any Portfolio shall be liable for any of
your acts or obligations as a dealer under this Agreement.
 6. Information Relating to the Portfolios:  (a)  No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus. 
In buying Portfolio shares from us under this Agreement, you will rely
only on the representations contained in the Prospectus.  Upon your
request, we will furnish you with a reasonable number of copies of the
Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).
  (b)  Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios.  You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information.  We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
  (c)  You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with the offer or sale of Portfolio shares without
obtaining our prior written approval.  You may not distribute or make
available to investors any information that we furnish you marked "FOR
DEALER USE ONLY" or that otherwise indicates that it is confidential
or not intended to be distributed to investors.
 7. Indemnification:  (a)  We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement.  Such indemnification will survive the termination of
this Agreement.
  (b)  You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement. 
Such indemnification will survive the termination of this Agreement.
 8. Customer Lists:  We hereby agree that we shall not use any list of
your customers which may be obtained in connection with this Agreement
for the purpose of solicitation of any product or service without your
express written consent.  However, nothing in this paragraph or
otherwise shall be deemed to prohibit or restrict us or our affiliates
in any way from solicitations of any product or service directed at,
without limitation, the general public, any segment thereof, or any
specific individual, provided such solicitation is not based upon such
list.
 9. Duration of Agreement:  This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty if a majority of a Portfolio's Trustees who
are not interested persons of the Portfolio (as defined in the
Investment Company Act of 1940 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan.  This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.
 10. Amendment and Termination of Agreement:  (a)  We may amend any
provision of this Agreement by giving you written notice of the
amendment.  Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate.  This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
  (b)  In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is filed against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you.  You agree to notify us
promptly and to immediately suspend sales of Portfolio shares in the
event of any such filing or violation, or in the event that you cease
to be a member in good standing of the NASD.
  (c)  Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause.  The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
 11. Arbitration:  In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute.  The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us.  Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices:  All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail). 
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L12A, Boston, Massachusetts 02109,
Attn: Bank Wholesale Market.  All notices to you shall be given or
sent to you at the address specified by you below.  Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 11.
13. Miscellaneous:  This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us.  This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts.  This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement.  The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
   Very truly yours,
   FIDELITY DISTRIBUTORS
   CORPORATION
 
Please return two signed copies of this Agreement to Fidelity
Distributors Corporation.  Upon acceptance, one countersigned copy
will be returned to you for your files.
_____________________________________
 Name of Firm
Address: _____________________________
_____________________________________
_____________________________________
By __________________________________
 Authorized Representative
_____________________________________
 Name and Title (please print or type)
CRD # _______________________________
ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION
By __________________________________
Dated: ________________
 
[ATTACH REVISED SCHEDULES A AND B]



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