FIDELITY ADVISOR SERIES VI, 485BPOS, 1994-01-27

FIDELITY ADVISOR SERIES VI
485BPOS, 1994-01-27

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-84130) UNDER THE
SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 29 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]
Amendment No. [ ]
Fidelity Advisor Series VI
(Exact Name of Registrant as Specified in Declaration of Trust)
82 Devonshire St., Boston, MA 02109
(Address Of Principal Executive Office)
Registrant's Telephone Number: (617) 570-7000
Arthur S. Loring, Esq.
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) of Rule 485.
( x ) On January 29, 1994 pursuant to paragraph (b) of Rule 485.
( ) 60 days after filing pursuant to paragraph (a) of Rule 485.
( ) On _________ pursuant to paragraph (a) of Rule 485.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the notice required by
such Rule by January 29, 1994.

FIDELITY ADVISOR FUNDS
CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
<S> <C>
Form N-1A Item Number

Part A Prospectus Caption

1 Cover Page

2 Prospectus Summary

3 a,b Condensed Financial Information

c Performance

4 a(i) The Funds and the Fidelity Organization

a(ii),b,c Investment Objectives; Investment Policies; Investment

Limitations; Appendix

5 a The Trusts and the Fidelity Organization

b,c,d,e Fees

f Portfolio Transactions

6 a The Funds and the Fidelity Organization; How to Buy Shares;
How to Exchange; How to Sell Shares; Shareholder Services

b *

c Investment Objectives; The Funds and the Fidelity Organization

d The Funds and the Fidelity Organization

e How to Buy; How to Sell; How to Exchange

f,g Distribution Options; Distributions and Taxes

7 a Fees

b Valuation; How to Buy

c Investor Services

d How to Buy

e,f Fees

8 How to Sell Shares

9 *

</TABLE>

- --------------------------------------
* Not Applicable
FIDELITY ADVISOR INSTITUTIONAL FUNDS
CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
<S> <C>
Form N-1A Item Number

Part A Prospectus Caption

1 Cover Page

2 Prospectus Summary

3 a,b Condensed Financial Highlights

c Fund Performance

4 a(i) The Trusts and the Fidelity Organization

a(ii),b,c Investment Objectives; Investment Policies; Investment

Limitations; Appendix

5 a The Trusts and the Fidelity Organization

b,c,d,e Fees and Expenses, The Trusts and the Fidelity Organization

f Portfolio Transactions

5A Fund Performance

6 a The Trusts and the Fidelity Organization; Purchasing Shares of
the Funds; Exchange Privileges; Redeeming Shares of the Funds;
Shareholder Services

b *

c Investment Objectives; The Trusts and the Fidelity Organization

d The Trusts and the Fidelity Organization

e Purchasing Shares of the Funds; Redeeming Shares of the
Funds; Exchange Privileges;

f,g Distribution Options; Distributions and Tax Information

7 a Fees and Expenses

b Fund Shares Valuation; Purchasing Shares of the Funds

c Exchange Privileges

d Purchasing Shares of the Funds

e,f Fees and Expenses

8 Redeeming Shares of the Funds

9 *

</TABLE>

- --------------------------------------
* Not Applicable
FIDELITY OLIVER STREET TRUST
FIDELITY ADVISOR NORTH AMERICAN GOVERNMENT PORTFOLIO
INSTITUTIONAL CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 *
4 a(i) The Fund and the Fidelity Organization
a(ii),b, Investment Objective; Investment Policies and Limitations
Appendix
c Other Considerations; General Information about Canada; General
Information about Mexico
5 a The Fund and the Fidelity Organization
b (i) Prospectus Summary
b (ii),c,d,e,f Fees and Expenses
6 a The Fund and the Fidelity Organization; Purchasing Shares of the
Portfolio; Exchange Privileges; Redeeming Shares of the Portfolio;
Shareholder Services
b,c,d **
e Cover Page; Purchasing Shares of the Portfolio; Distributions
Options; Redeeming Shares of the Portfolio; Exchange Privileges
f,g Prospectus Summary; Distributions Options; Tax Information
7 a Fees and Expenses
b,c,d Portfolio Shares Valuation; Purchasing Shares of the Portfolio
e, f(i, ii) Fees and Expenses
f(iii) **
8 Redeeming Shares of the Portfolio
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Trust
13 a,b,c Investment Policies and Limitations
d **
14 a,b Trustees and Officers
c **
15 a Trustees and officers
b **
c Trustees and Officers
16 a,b,c,d) FMR, Management Contract; Trustees and Officers; Distribution
and Service Plan; Contracts with Companies Affiliated with
FMR;
e Portfolio Transactions
f Distribution and Service Plan
g,h Description of Trust
i Contracts with Companies Affiliated with FMR
17 a, Portfolio Transactions
b **
c Portfolio Transactions
d,e **
e **
18 a **
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Distribution and Taxes
21 Distribution and Service Plan
22 **
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable
FIDELITY BROAD STREET TRUST
FIDELITY ADVISOR EQUITY PORTFOLIO: GROWTH
INSTITUTIONAL CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 a,b *
c Portfolio Performance
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c Investment Objective; Investment Policies and Limitations;
Appendix
5 a The Fund and the Fidelity Organization
b,c,d,e Fees and Expenses
f Portfolio Transactions
6 a The Fund and the Fidelity Organization; Purchasing Shares of the
Portfolio; Exchange Privileges; Redeeming Shares of the Portfolio;
Shareholder Services
b,c,d **
e Cover Page; Purchasing Shares of the Portfolio; Distribution Options;
Redeeming Shares of the Portfolio
f,g Distribution Options; Tax Information
7 a Fees and Expenses
b,c Portfolio Shares Valuation; Purchasing Shares of the Portfolio
d Redeeming Shares of the Portfolio
e, f(i, ii) Fees and Expenses
f(iii) **
8 Redeeming Shares of the Portfolio
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY BROAD STREET TRUST
FIDELITY ADVISOR EQUITY PORTFOLIO: GROWTH
RETAIL CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor Equity
Portfolio: Growth?; What are the Portfolio's Investment Policies and
Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy Shares of the
Portfolio?; What if My Investment Outlook or Objective Changes?; How do
I Redeem Shares of the Portfolio?; What Services are Provided to
Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Portfolio
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Portfolio
c **
16 a(i, ii) FMR, Management Contract; Trustees and Officers; Distribution
and Service Plan
a(iii),b,c,d Management Contract; Contracts with Companies Affiliated with
FMR
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Portfolio
i Contracts with Companies Affiliated with FMR
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Portfolio
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 Distribution and Service Plan
22 a **
b Performance
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY OLIVER STREET TRUST
FIDELITY ADVISOR TAX-EXEMPT PORTFOLIO
RETAIL CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor Tax-Exempt
Portfolio?; What are the Portfolio's Investment Policies and
Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy Shares of the
Portfolio?; What if My Investment Objective Changes?; How do I Redeem
Shares of the Portfolio?; What Services are Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management Contract; Trustees and Officers; Distribution
and Service Plans
a(iii),b,c,d Management Contract; Interest of FMR Affiliates
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Interest of FMR Affiliates
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase, Exchange and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 Distribution and Service Plans
22 a **
b Performance
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY INCOME TRUST
FIDELITY ADVISOR LIMITED TERM BOND PORTFOLIO
RETAIL CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor Limited
Term Bond Portfolio?; What are the Portfolio's Investment Policies and
Limitations?; Appendix
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy Shares of the
Portfolio?; What if My Investment Outlook or Objective Changes?; How do I
Redeem Shares of the Portfolio?; What Services are Provided to
Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY INCOME TRUST
FIDELITY ADVISOR LIMITED TERM BOND PORTFOLIO
INSTITUTIONAL CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 a,b *
c Portfolio Performance
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c Investment Objective; Investment Policies and Limitations;
Appendix
5 a The Fund and the Fidelity Organization
b,c,d,e Fees and Expenses
f Portfolio Transactions
6 a The Fund and the Fidelity Organization; Purchasing Shares of the
Portfolio; Exchange Privileges; Redeeming Shares of the Portfolio;
Shareholder Services
b,c,d **
e Cover Page; Purchasing Shares of the Portfolio; Distribution Options;
Redeeming Shares of the Portfolio
f,g Distribution Options; Tax Information
7 a Fees and Expenses
b,c Portfolio Shares Valuation; Purchasing Shares of the Portfolio
d Redeeming Shares of the Portfolio
e, f(i, ii) Fees and Expenses
f(iii) **
8 Redeeming Shares of the Portfolio
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY FRANKLIN STREET TRUST
FIDELITY ADVISOR EQUITY PORTFOLIO: INCOME
INSTITUTIONAL CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 a,b *
c Portfolio Performance
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c Investment Objective; Investment Policies and Limitations
5 a The Fund and the Fidelity Organization
b,c,d,e Fees and Expenses
f Portfolio Transactions
6 a The Fund and the Fidelity Organization; Purchasing Shares of the
Portfolio; Exchange Privileges; Redeeming Shares of the Portfolio;
Shareholder Services
b,c,d **
e Cover Page; Purchasing Shares of the Portfolio; Distribution Options;
Redeeming Shares of the Portfolio
f,g Distribution Options; Tax Information
7 a Fees and Expenses
b,c Portfolio Shares Valuation; Purchasing Shares of the Portfolio
d Redeeming Shares of the Portfolio
e, f(i, ii) Fees and Expenses
f(iii) **
8 Redeeming Shares of the Portfolio
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY OLIVER STREET TRUST
FIDELITY ADVISOR TAX-EXEMPT PORTFOLIO
INSTITUTIONAL CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 a,b The Portfolio's Financial History
c Portfolio Performance
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c Investment Objective ; Investment Policies and Limitations
5 a The Fund and the Fidelity Organization
b,c,d,e Fees and Expenses
f Portfolio Transactions
6 a The Fund and the Fidelity Organization; Purchasing Shares of the
Portfolio; Exchange Privileges; Redeeming Shares of the Portfolio;
Shareholder Services
b,c,d **
e Cover Page; Purchasing Shares of the Portfolio; Distribution Options;
Redeeming Shares of the Portfolio
f,g Distribution Options; Tax Information
7 a Fees and Expenses
b,c Portfolio Shares Valuation; Purchasing Shares of the Portfolio
d Redeeming Shares of the Portfolio
e, f(i, ii) Fees and Expenses
f(iii) **
8 Redeeming Shares of the Portfolio
9 **
- ------------------------------------
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management Contract; Trustees and Officers; Distribution
and Service Plans
a(iii),b,c,d Management Contract; Interest of FMR Affiliates
e Portfolio Transactions
f Distribution and Service Plans
g **
h Description of the Fund
i Interest of FMR Affiliates
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase,Exchange and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 Distribution and Service Plans
22 a **
b Performance
23 The Portfolio's Financial Statements for the Semi-Annual Period
dated May 31, 1992 are filed herein.
- --------------------------------------
**Not Applicable

FIDELITY INCOME TRUST
FIDELITY SHORT-INTERMEDIATE GOVERNMENT PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Prospectus Summary, Summary of Portfolio Expenses
3 a,b *
c Portfolio Performance
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c Investment Objective; Investment Policies and Limitations
5 a The Fund and the Fidelity Organization
b,c,d,e Fees and Expenses
f Portfolio Transactions
6 a The Fund and the Fidelity Organization; Purchasing Shares of the
Portfolio; Exchange Privileges; Redeeming Shares of the Portfolio;
Shareholder Services
b,c,d **
e Cover Page; Purchasing Shares of the Portfolio; Distribution Options;
Redeeming Shares of the Portfolio
f,g Distribution Options; Tax Information
7 a Fees and Expenses
b,c Portfolio Shares Valuation; Purchasing Shares of the Portfolio
d Redeeming Shares of the Portfolio
e, f(i, ii) Fees and Expenses
f(iii) **
8 Redeeming Shares of the Portfolio
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY DIVERSIFIED TRUST
FIDELITY ADVISOR GROWTH OPPORTUNITIES PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor
Growth Opportunities Portfolio?; What are the Portfolio's Investment
Policies and Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy
Shares of the Portfolio?; What if My Investment Outlook
Changes?; How do I Redeem Shares of the Portfolio?; What Services are
Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY DIVERSIFIED TRUST
FIDELITY ADVISOR GOVERNMENT INVESTMENT PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor
Growth Opportunities Portfolio?; What are the Portfolio's Investment
Policies and Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy
Shares of the Portfolio?; What if My Investment Outlook
Changes?; How do I Redeem Shares of the Portfolio?; What Services are
Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY DIVERSIFIED TRUST
FIDELITY ADVISOR HIGH YIELD PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor
Growth Opportunities Portfolio?; What are the Portfolio's Investment
Policies and Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy
Shares of the Portfolio?; What if My Investment Outlook
Changes?; How do I Redeem Shares of the Portfolio?; What Services are
Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY DIVERSIFIED TRUST
FIDELITY ADVISOR INCOME & GROWTH PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor
Growth Opportunities Portfolio?; What are the Portfolio's Investment
Policies and Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy
Shares of the Portfolio?; What if My Investment Outlook
Changes?; How do I Redeem Shares of the Portfolio?; What Services are
Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY DIVERSIFIED TRUST
FIDELITY ADVISOR SHORT FIXED-INCOME PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor
Growth Opportunities Portfolio?; What are the Portfolio's Investment
Policies and Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy
Shares of the Portfolio?; What if My Investment Outlook
Changes?; How do I Redeem Shares of the Portfolio?; What Services are
Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY INVESTMENT SERIES
FIDELITY ADVISOR GLOBAL NATURAL RESOURCES PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b What is the Portfolio's Financial History?
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor Global
Natural Resources Portfolio?; What are the Portfolio's Investment
Policies and Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy Shares of the
Portfolio?; What if My Investment Outlook Changes?; How do I Redeem
Shares of the Portfolio?; What Services are Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose to
Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect of
Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 The Portfolio's Annual Report to Shareholders for the year ended
October 31, 1991 is incorporated by reference into the Statement of
Additional Information.
- --------------------------------------
**Not Applicable
Pages 11 and 12

FIDELITY INVESTMENT SERIES
FIDELITY ADVISOR HIGH INCOME MUNICIPAL PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b What is the Portfolio's Financial History?
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor High
Income Municipal Portfolio?; What are the Portfolio's Investment
Policies and Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy Shares of the
Portfolio?; What if My Investment Outlook Changes?; How do I Redeem
Shares of the Portfolio?; What Services are Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose to
Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect of
Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 The Portfolio's Annual Report to Shareholders for the year ended
October 31, 1991 will be filed by amendment.
- --------------------------------------
**Not Applicable
Pages 13 and 14

FIDELITY SECURITIES TRUST
FIDELITY ADVISOR OVERSEAS PORTFOLIO
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b What is the Portfolio's Financial History?
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor Overseas
Portfolio?; What are the Portfolio's Investment Policies and Limitations?
What other considerations are involved in investing in shares of the
Portfolio
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy Shares of the
Portfolio?; What if My Investment Objective Changes?; How do I Redeem
Shares of the Portfolio?; What Services are Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose to
Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect of
Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Distribution and Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 Financial statements for the fiscal year ended October 31, 1992 are
incorporated by reference to the Statement of Additional Information and
are filed herein.
- --------------------------------------
**Not Applicable

FIDELITY SPECIAL SITUATIONS FUND
FIDELITY ADVISOR CLASS
CROSS-REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 Cover Page
2 Summary, Summary of Portfolio Expenses
3 a,b *
c How has the Portfolio Performed?
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c What is the Investment Objective of Fidelity Advisor
Growth Opportunities Portfolio?; What are the Portfolio's Investment
Policies and Limitations?
5 a The Fund and the Fidelity Organization
b,c,d,e What Fees does the Portfolio Pay?
f How are Portfolio Transactions Handled?
6 a The Fund and the Fidelity Organization; How do I Buy
Shares of the Portfolio?; What if My Investment Outlook
Changes?; How do I Redeem Shares of the Portfolio?; What Services are
Provided to Shareholders?
b,c,d **
e Cover Page; How do I Buy Shares of the Portfolio?; How May I Choose
to Receive My Distributions?; How do I Redeem Shares of the Portfolio?
f,g How May I Choose to Receive My Distributions?; What is the Effect
of Federal Income Tax on My Investment?
7 a What Fees does the Portfolio Pay?
b,c How are Portfolio Shares Valued?; How do I Buy Shares of the
Portfolio?
d How do I Redeem Shares of the Portfolio?
e, f(i, ii) What Fees does the Portfolio Pay?
f(iii) **
8 How do I Redeem Shares of the Portfolio?
9 **
- ------------------------------------
*To be filed by amendment.
**Not Applicable

Form N-1A Item Number
Part B Statement of Additional Information
10 Cover Page
11 Table of Contents
12 FMR; Description of the Fund
13 a,b,c Investment Policies and Limitations
d Portfolio Transactions
14 a,b Trustees and Officers
c **
15 a **
b Description of the Fund
c **
16 a(i, ii) FMR, Management and Other Services, Trustees and Officers;
Distribution and Service Plan
a(iii),b,c,d Management and Other Services
e Portfolio Transactions
f Distribution and Service Plan
g **
h Description of the Fund
i Management and Other Services
17 a,b,c,d Portfolio Transactions
e **
18 a Description of the Fund
b **
19 a Additional Purchase and Redemption Information
b Valuation of Portfolio Securities
20 Taxes
21 The Distributor; Distribution and Service Plan
22 a **
b Performance
23 *
- --------------------------------------
*To be filed by amendment.
**Not Applicable

FIDELITY ADVISOR SERIES VI
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND
FIDELITY INSTITUTIONAL LIMITED TERM TAX-EXEMPT FUND
CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
<S> <C>
Form N-1A Item Number

Part B Statement of Additional Information

10 Cover Page

11 Table of Contents

12 FMR; Description of the Fund

13 a,b,c Investment Policies and Limitations

d Portfolio Transactions

14 a,b Trustees and Officers

c *

15 a *

b Description of the Fund

c *

16 a(i, ii) FMR, Management Contract; Trustees and Officers;
Distribution and Service Plans

a(iii),b,c,d Management Contract; Interest of FMR Affiliates

e Portfolio Transactions

f Distribution and Service Plan

g *

h Description of the Fund

i Interest of FMR Affiliates

17 a,b,c,d Portfolio Transactions

e *

18 a Description of the Fund

b *

19 a Additional Purchase, Exchange and Redemption Information

b Valuation of Portfolio Securities

20 Taxes

21 Distribution and Service Plans

22 a *

b Performance

23 Financial Statements

</TABLE>

- --------------------------------------
* Not Applicable

FIDELITY ADVISOR FUNDS
PROSPECTUS
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109
JANUARY 29, 1994
The Fidelity Advisor Funds (Funds) offer investors a broad selection of
diversified portfolios.
EQUITY FUNDS:
FIDELITY ADVISOR OVERSEAS FUND
FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
FIDELITY ADVISOR GLOBAL RESOURCES FUND
(formerly Fidelity Advisor Global Natural Resources Portfolio)
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND
(formerly Fidelity Special Situations Fund : Advisor Class)
FIDELITY ADVISOR EQUITY PORTFOLIO INCOME
FIDELITY ADVISOR INCOME & GROWTH FUND
FIXED - INCOME FUNDS:
FIDELITY ADVISOR HIGH YIELD FUND
FIDELITY ADVISOR LIMITED TERM BOND FUND
FIDELITY ADVISOR GOVERNMENT INVESTMENT FUND
FIDELITY ADVISOR SHORT FIXED-INCOME FUND

MUNICIPAL/TAX-EXEMPT FUNDS:
FIDELITY ADVISOR HIGH INCOME MUNICIPAL FUND
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND

Fidelity Advisor Equity Portfolio Growth is a portfolio of Fidelity Advisor
Series I. Fidelity Advisor Growth Opportunities Fund, Fidelity Advisor
Income & Growth Fund, Fidelity Advisor High Yield Fund, Fidelity
Advisor Government Investment Fund and Fidelity Advisor Short Fixed-Income
Fund are portfolios of Fidelity Advisor Series II. Fidelity Advisor Equity
Portfolio Income is a portfolio of Fidelity Advisor Series III. Fidelity
Advisor Limited Term Bond Fund is a portfolio of Fidelity Advisor Series
IV. Fidelity Advisor Global Resources Fund and Fidelity Advisor High Income
Municipal Fund are portfolios of Fidelity Advisor Series V. Fidelity
Advisor Limited Term Tax-Exempt Fund is a portfolio of Fidelity Advisor
Series VI. Fidelity Advisor Overseas Fund is a portfolio of Fidelity
Advisor Series VII. Fidelity Advisor Strategic Opportunities Fund is a
portfolio of Fidelity Advisor Series VIII.
FIDELITY ADVISOR HIGH YIELD FUND INVESTS IN LOWER-RATED DEBT SECURITIES,
WHICH PRESENT HIGHER RISKS OF UNTIMELY INTEREST AND PRINCIPAL PAYMENTS,
DEFAULT, AND PRICE VOLATILITY THAN HIGHER-RATED SECURITIES, AND MAY PRESENT
PROBLEMS OF LIQUIDITY AND VALUATION.
Please read this Prospectus before investing. It is designed to provide you
with information and help you decide if a Fund's goals match your own.
RETAIN THIS DOCUMENT FOR FUTURE REFERENCE.
A Statement of Additional Information (SAI) dated January 29, 1994 for each
Fund has been filed with the Securities and Exchange Commission (SEC) and
each is incorporated herein by reference. SAIs and each Fund's
A nnual R eport are available free upon request from Fidelity
Distributors Corporation (Distributors), 82 Devonshire Street, Boston, MA
02109, or from your investment professional.
MUTUAL FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF OR ENDORSED OR GUARANTEED
BY ANY BANK OR SAVINGS ASSOCIATION , NOR ARE THEY FEDERALLY INSURED
OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC),
THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY . INVESTMENT IN THE FUNDS
INVOLVE INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE VALUE
OF THE INVESTMENT AND ITS RETURN WILL FLUCTUATE AND ARE NOT GUARANTEED.
WHEN SOLD, THE VALUE OF SHARES OF THE INVESTMENT MAY BE HIGHER OR LOWER
THAN THE AMOUNT ORIGINALLY INVESTED.

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
(Registered trademark)

TABLE OF CONTENTS Page
FINANCIAL HISTORY
Shareholder Transaction Expenses
FINANCIAL HIGHLIGHTS
INVESTMENT OBJECTIVES
HOW TO BUY SHARES
Sales Charges and Investment Professional Concessions
Minimum Account Balance
Sales Charge Waivers
INVESTOR SERVICES
Quantity Discounts
Combined Purchases
Rights of Accumulation
Letter of Intent
Fidelity Advisor Systematic Investment Program
SHAREHOLDER COMMUNICATIONS
HOW TO EXCHANGE
Fidelity Advisor Systematic Exchange Program
HOW TO SELL SHARES
Redemption Requests by Telephone
Redemption Requests in Writing
Reinstatement Privilege
Fidelity Advisor Systematic Withdrawal Program
Checkwriting Service
DISTRIBUTION OPTIONS
DISTRIBUTIONS AND TAXES
Distributions
Capital Gains
"Buying a Dividend"
Federal Taxes
State and Local Taxes
Other Tax Information
INVESTMENT POLICIES
INVESTMENT LIMITATIONS
FEES
Management and Other Services
Distribution and Service Plan s
VALUATION
PERFORMANCE
PORTFOLIO TRANSACTIONS
THE TRUSTS AND THE FIDELITY ORGANIZATION
APPENDIX
FINANCIAL HISTORY
The purpose of the table below is to assist you in understanding the
various costs and expenses that an investor in each Fund would bear
directly or indirectly. This standard format was developed for use by all
mutual funds to help investors make their investment decisions. This
expense information should be considered along with other important
information such as each Fund's investment objective and past performance.
1.SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge (as a percentage of the offering price)
- -Short Fixed-Income Fund 1.50%
-Other Fidelity Advisor Funds 4.75%
Sales Charge on Reinvested Dividends None
Deferred Sales Charge on Redemptions None
Redemption Fees None
Exchange Fees None
SHAREHOLDER TRANSACTION EXPENSES represent charges paid when you
purchase, sell or exchange shares of a Fund. If you exchange shares
or direct dividends of Short Fixed-Income Fund into other Fidelity Advisor
Funds, a differential sales charge may apply. Lower sales charges may be
available with purchases over $50,000 or in conjunction with various
programs. See "How To Buy Shares," page 11.
ANNUAL OPERATING EXPENSES are based on historical expenses for the most
recent fiscal year ended. Management fees are paid by each Fund to Fidelity
Management & Research Company (FMR) for managing its investments and
business affairs. Management fees for Overseas, Growth Opportunities and
Strategic Opportunities will vary based on performance. 12b-1 fees are paid
by the Funds to Distributors for services and expenses in connection with
the distribution of Fund shares. Long-term shareholders may pay more than
the economic equivalent of the maximum front-end sales charges permitted by
the National Association of Securities Dealers (NASD) due to 12b-1
payments. The Funds incur other expenses for maintaining shareholder
records, furnishing shareholder statements and reports, and for other
services. A portion of the brokerage commissions that Equity Portfolio
Growth, Growth Opportunities, Global Resources and Income & Growth paid
were used to reduce Fund expenses. Without this reduction, their operating
expenses would have been 1.85%, 1.65%, 2.63% and 1.52%, respectively. FMR
has voluntarily agreed to reimburse Government Investment and Limited Term
Tax-Exempt to the extent that total operating expenses (exclusive of taxes,
interest, brokerage commissions, and extraordinary expenses) are in excess
of an annual rate of 0.60% and 0.90%, respectively, of average net assets.
If reimbursements were not in effect, the management fees, other expenses
(including 12b-1 fees) and total fund operating expenses would have been:
.46%, .86%, and 1.32%, (Government Investment); and .42%, .94%, and 1.36%,
(Limited Term Tax-Exempt). Please refer to the section "Fees," page .
The HYPOTHETICAL EXAMPLE illustrates the expenses, including the maximum
sales charge, associated with a $1,000 investment in each Fund over periods
of one, three, five and ten years, based on the expenses (after
reimbursements, if any) in the table and an assumed annual return of 5%.
THE RETURN OF 5% AND EXPENSES SHOULD NOT BE CONSIDERED INDICATIONS OF
ACTUAL OR EXPECTED FUND PERFORMANCE OR EXPENSES, BOTH OF WHICH MAY
VARY.

2.ANNUAL OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

EXPENSE TABLE EXAMPLE:

You would pay the following expenses, including
the maximum sales charge, on a $1,000 investment
in a Fund assuming (1) a 5% annual return
and (2) full redemption at the end of each time period:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MANAGEMENT 12B-1OTHER TOTAL
FEE FEE EXPENSES OPERATING 1 Y EAR 3 Y EARS 5 Y EARS 10 Y EARS
EXPENSES

EQUITY FUNDS:

Overseas
. 77 % .65% .96 % 2.38 % $ 70 $ 118 $ 169 $ 306

Equity Portfolio Growth
.6 6 % .65% .53 % * 1.84 % 65 103 142 265

Growth Opportunities
.6 8 % .65% .31 % * 1.64 % 63 97 132 233

Global Resources
. 77 % .65% 1.20 %* 2.62 % 73 125 180 329

Strategic Opportunities
.5 4 % .65% .38 % 1.57 % 63 95 129 225

Equity Portfolio Income
.50% .65% .62 % 1.77 % 65 101 139 246

Income & Growth
.53% .65% .33 % * 1.51 % 62 93 126 219

FIXED - INCOME FUNDS:

High Yield
. 51 % .25% .35 % 1.11 % 58 81 106 176

Limited Term Bond
.42% .25% .56 % 1.23 % 59 85 112 189

Government Investment
. 00 %* .25% .35 %* .60 % 53 66 79 119

Short Fixed-Income
.47% .15% .33 % .95 % 25 45 67 130

MUNICIPAL/TAX-EXEMPT

FUNDS:

High Income Municipal
.42% .25% .25 % .92 % 56 75 96 155

Limited Term
. 12 %* .25% .53 %* .90 % 56 75 95 153
Tax-Exempt

</TABLE>

* AFTER EXPENSE REDUCTIONS
FINANCIAL HIGHLIGHTS
The following tables give information about each Fund's financial history
and use its fiscal year. They have been audited by each Fund's independent
accountant whose unqualified report is included in each Fund's Annual
Report. The Annual Report for each Fund is incorporated by reference into
its SAI.
FIDELITY ADVISOR OVERSEAS FUND
April 23, 1990
(Commencement of
Years Ended October 31, Operations) to
1993 1992 1991 October 31, 1990

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 9.07 $ 9.78 $ 9.55 $ 10.00

Income from Investment Operations

Net investment income .03 .05 .14 .05

Net realized and unrealized gain (loss) on
investments 3.93 (.62) .17 (.50)

Total from investment operations 3.96 (.57) .31 (.45)

Less Distributions

From net investment income (.07) (.14) (.07) -

From net realized gain on investments (.03)(DAGGER) - (.01)(DAGGER) -

Total distributions (.10) (.14) (.08) -

Net asset value, end of period $ 12.93 $ 9.07 $ 9.78 $ 9.55

TOTAL RETURN (dagger)(double dagger) 44.13% (5.88)% 3.25% (4.50)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 221,370 $ 18,652 $ 19,091 $ 18,161

Ratio of expenses to average net assets 2.38% 2.64% 2.85% 3.07%*+

Ratio of net investment income to average net
assets (.18)% .48% 1.48% 1.45%*

Portfolio turnover rate 42% 168% 226% 137%*

</TABLE>

FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH
Effective September 10, 1992, the Fund commenced sale of two classes of
shares entitled "Fidelity Advisor Institutional Equity Portfolio Growth"
(representing the Fund's original shares) and "Fidelity Advisor Equity
Portfolio Growth" (representing the new shares). With the exception of the
Equity Portfolio Growth columns, the information below does not reflect
Equity Portfolio Growth's 12b-1 fee and revised transfer agent fee
arrangement.
Equity Portfolio Growth Institutional Equity Portfolio Growth
Year Period
Ended Ended
Nov. 30, Nov. 30 Years Ended November 30,
SELECTED PER-SHARE DATA 1993 1992** 1993 1992 1991 1990 1989 1988 1987
1986 1985 1984
Net asset value, beginning of period $ 26.33 $ 23.78 $ 26.37 $ 24.28
$ 15.55 $ 17.32 $ 12.02 $ 9.92 $ 13.18 $ 11.09 $ 8.03 $ 10.05
Income from Investment Operations
Net investment income (.07)(dagger)(dagger) .01(dagger)(dagger)
.19(dagger)(dagger) .17(dagger)(dagger) .04 .01 .06 .28#
.00(dagger)(dagger) .03 .01 .02
Net realized and unrealized gain
(loss) on investments 3.82 2.54 3.78 4.55 8.69 .34 5.50 2.59
(2.03) 2.41 3.05 (2.04)
Total from investment operations 3.75 2.55 3.97 4.72 8.73 .35
5.56 2.87 (2.03) 2.44 3.06 (2.02)
Less Distributions
From net investment income (.08) - (.10) (.03) - (.08) (.26)
(.01) (.01) (.02) - -
From net realized gain on investments (.50) - (.50) (2.60) -
(2.04) - (.76) (1.22) (.33) - -
Total distributions (.58) - (.60) (2.63) - (2.12) (.26) (.77)
(1.23) (.35) - -
Net asset value, end of period $ 29.50 $ 26.33 $ 29.74 $ 26.37 $ 24.28 $
15.55 $ 17.32 $ 12.02 $ 9.92 $ 13.18 $ 11.09 $ 8.03
TOTAL RETURN (dagger)(double dagger) 14.52% 10.72% 15.36% 21.14%
56.14% 2.75% 47.18% 29.77% (17.12)% 22.55% 38.11% (20.10)%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, end of period (000 omitted) $ 377,984 $ 22,655 $ 296,466
$ 179,325 $ 68,766 $ 27,473 $ 24,523 $ 20,182 $ 43,537 $ 63,607 $ 23,447 $
4,117
Ratio of expenses to average net assets 1.84%## 1.47%* .94%## .98%
1.13% 1.74% 1.60% 1.47% 1.11% 1.07% 1.50%+ 1.50%+
Ratio of expenses to average net assets
before expense reductions 1.85%## 1.47%* .95% ## .98% 1.13% 1.74%
1.60% 1.47% 1.11% 1.07% 1.50%+ 1.50%+
Ratio of net investment income to
average net assets (.24)% .25%* .66% .73% .25% .07% .38% 1.20%
.00% .29% .43% .33%
Portfolio turnover rate 160% 240% 160% 240% 254% 262% 269% 331%
226% 115% 108% 453%
* ANNUALIZED.
** FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALE OF EQUITY
PORTFOLIO GROWTH) TO NOVEMBER 30, 1992.
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR IS NOT ANNUALIZED.
(dagger)(dagger) NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED
BASED ON AVERAGE SHARES OUTSTANDING.
(double dagger) TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES
NOT BEEN REDUCED DURING THE PERIODS SHOWN.
+ EXPENSES WERE LIMITED TO A PERCENTAGE OF AVERAGE NET ASSETS IN
ACCORDANCE WITH A STATE EXPENSE LIMITATION.
(DAGGER) INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN
CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
# DURING THE PERIOD A SHAREHOLDER REDEEMED A SIGNIFICANT PORTION OF THE
ASSETS OF THE FUND. DUE TO THE TIMING OF THIS TRANSACTION, THE FUND
EXPERIENCED AN UNUSUALLY HIGH LEVEL OF INVESTMENT INCOME PER SHARE.
## FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
November 18, 1987
(Commencement of
Years Ended October 31, Operations) to
1993 1992 1991 1990 1989 October 31, 1988

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period
$ 21.14 $ 20.58 $ 12.99 $ 16.53 $ 14.27 $ 10.00

Income from Investment Operations

Net investment income
.08 .14 .06 .18# .02 .05

Net realized and unrealized gain (loss) on investments
5.56 2.04 7.70 (2.50) 3.03 4.22

Total from investment operations
5.64 2.18 7.76 (2.32) 3.05 4.27

Less Distributions

From net investment income
(.13) (.09) (.17) (.05) (.03) -

From net realized gain on investments
(1.26) (1.53) - (1.17) (.76) -

Total distributions
(1.39) (1.62) (.17) (1.22) (.79) -

Net asset value, end of period
$ 25.39 $ 21.14 $ 20.58 $ 12.99 $ 16.53 $ 14.27

TOTAL RETURN (dagger) (double dagger)
28.11% 12.09% 60.25% (15.05)% 22.69% 42.70%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 2,054,988 $ 580,595 $ 213,095 $ 51,122 $ 34,351 $ 8,097

Ratio of expenses to average net assets
1.64%* 1.60% 1.73% 2.00% 2.45% 2.52%*(dagger)

* (dagger)

Ratio of expenses to average net assets before expense reductions
1.65%* 1.60% 1.73% 2.00% 2.45% 2.52%*

Ratio of net investment income to average net assets
.43% .80% .47% 1.49% .31% .82%*

Portfolio turnover rate
69% 94% 142% 136% 163% 143%*

</TABLE>

FIDELITY ADVISOR GLOBAL RESOURCES FUND
December 29, 1987
(Commencement of
Years Ended October 31, Operations) to
1993 1992 1991 1990 1989 October 31, 1988

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period
$ 13.88 $ 14.11 $ 12.30 $ 12.60 $ 11.47 $ 10.00

Income from Investment Operations

Net investment income
.22 (.10) (.15) (.10) .10(DAGGER) (.05)

Net realized and unrealized gain (loss) on investments
4.91 .79 2.45 .93 1.96 1.52

Total from investment operations
5.13 .69 2.30 .83 2.06 1.47

Less Distributions

From net investment income
- - - (.08) - -

From net realized gain on investments
(1.42) (.92) (.49) (1.05) (.93) -

Total distributions
(1.42) (.92) (.49) (1.13) (.93) -

Net asset value, end of period
$ 17.59 $ 13.88 $ 14.11 $ 12.30 $ 12.60 $ 11.47

TOTAL RETURN (dagger)(double dagger)
41.05% 5.97% 19.50% 6.37% 19.63% 14.70%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 40,309 $ 7,087 $ 5,940 $ 4,615 $ 2,049 $ 916

Ratio of expenses to average net assets 2.62%** 3.27%(dagger)(dagger)
3.35%(dagger)(dagger) 3.34%(dagger)(dagger) 3.23%(dagger)(dagger) 2.85%*(dagger)
(dagger)

Ratio of expenses to average net assets before expense
2.63% 3.94% 3.35% 3.34% 3.23% 2.85%*
reductions

Ratio of net investment income to average net assets
(1.18)% (1.22)% (1.28)% (1.13)% .83% (.64)%*

Portfolio turnover rate
208% 248% 256% 229% 249% 220%*

* ANNUALIZED.
** FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION OF THE FUND'S EXPENSES.
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR IS NOT ANNUALIZED.
(dagger)(dagger) EXPENSES WERE LIMITED TO A PERCENTAGE OF AVERAGE NET ASSETS IN ACCORDANCE WITH A STATE EXPENSE LIMITATION
REGULATION.
(double dagger) TOTAL RETURN WOULD HAVE BEEN LOWER HAD THE ADVISER NOT REIMBURSED CERTAIN EXPENSES NOT BEEN REDUCED DURING THE
PERIODS SHOWN.
# NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED TO $.09 PER SHARE.
(DAGGER) NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED TO $.17 PER SHARE.

</TABLE>

FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND
August 20,1986
(Commencement
of Operations) to
Years Ended September 30, September 30,
1993 1992(dagger)(dagger) 1991 1990 1989 1988 1987 1986
SELECTED PER-SHARE DATA
Net asset value, beginning of period $ 19.53 $ 21.38 $ 17.21 $ 19.55 $
15.53 $ 19.06 $ 16.71 $ 17.81
Income from Investment Operations
Net investment income .33 .61 .66 .70 .50 .42 .46 .08(SOLID
DIAMOND)
Net realized and unrealized gain (loss) on investments 4.44 .58 4.26
(2.49) 4.08 (1.80) 2.95 (1.18)
Total from investment operations 4.77 1.19 4.92 (1.79) 4.58 (1.38)
3.41 (1.10)
Less Distributions
From net investment income (.57) (.62) (.75) (.55) (.56) (.24)
(.09) --
From net realized gain on investments (1.21) (2.42) - -- --
(1.91) (.97) --
Total distributions (1.78) (3.04) (.75) (.55) (.56) (2.15) (1.06)
- -
Net asset value, end of period $ 22.52 $ 19.53 $ 21.38 $ 17.21 $ 19.55
$ 15.53 $ 19.06 $ 16.71
TOTAL RETURN (dagger)(double dagger) 26.33% 7.26% 29.51% (9.49)%
30.45% (4.98)% 21.28% (6.23)%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $ 269,833 $ 194,694 $ 199,604 $
172,083 $ 198,198 $ 191,454 $ 283,117 $ 22,141
Ratio of expenses to average net assets 1.57%++ 1.46% 1.56% 1.59%
1.51% 1.71% 1.67%+ 1.50%*+
Ratio of net investment income to average net assets 2.06% 3.22% 3.61%
3.70% 3.23% 3.10% 2.36% 2.77%*
Portfolio turnover rate 183% 211% 223% 114% 89% 160% 225% --
FIDELITY ADVISOR EQUITY PORTFOLIO INCOME
Effective September 10, 1992, the Fund commenced sale of two classes of
shares, entitled "Fidelity Advisor Institutional Equity Portfolio Income"
(representing the Fund's original shares) and "Fidelity Advisor Equity
Portfolio Income" (representing the new shares). With the exception of the
Equity Portfolio Income columns, the information below does not reflect
Equity Portfolio Income's 12b-1 fee and revised transfer agent fee
arrangement.
Equity Portfolio Income Institutional Equity Portfolio Income

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period
$ 14.41 $ 14.13 $ 10.41 $ 12.77 $ 11.07 $ 9.44 $ 10.00

Income from Investment Operations

Net investment income
.48 .50 .51 .56 1.01# .62 .27

Net realized and unrealized gain (loss) on
2.18 .85 3.74 (1.34) 1.27 1.56 (.63)
investments

Total from investment operations
2.66 1.35 4.25 (.78) 2.28 2.18 (.36)

Less Distributions

From net investment income
(.56) (.46) (.53) (1.06) (.58) (.55) (.20)

From net realized gain on investments
(.60) (.61) - (.52) - - -

Total distributions
(1.16) (1.07) (.53) (1.58) (.58) (.55) (.20)

Net asset value, end of period
$ 15.91 $ 14.41 $ 14.13 $ 10.41 $ 12.77 $ 11.07 $ 9.44

TOTAL RETURN (dagger)(double dagger)
19.66% 10.27% 41.73% (7.15)% 21.15% 23.66% (3.90)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 1,654,124 $ 397,672 $ 135,533 $ 60,934 $ 46,139 $ 36,224 $ 34,376

Ratio of expenses to average net assets
1.51%** 1.60% 1.71% 1.85% 1.91% 2.06% 2.06%*

Ratio of expenses to average net assets before
1.52%** 1.60% 1.71% 1.85% 1.91% 2.06% 2.06%*
expense reductions

Ratio of net investment income to average net
3.24% 3.97% 4.19% 5.29% 8.80% 5.83% 3.95%*
assets

Portfolio turnover rate
200% 389% 220% 297% 151% 204% 206%*

</TABLE>

FIDELITY ADVISOR HIGH YIELD FUND
January 5, 1987
(Commencement of
Years Ended October 31, Operations) to
1993 1992 1991 1990 1989 1988 October 31, 1987

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period
$ 11.070 $ 10.120 $ 8.150 $ 8.970 $ 9.860 $ 9.090 $ 10.000

Income from Investment Operations

Net investment income
.980 1.146 1.115 1.144 1.237 1.165 .878

Net realized and unrealized gain (loss) on
1.153 .975 1.948 (.820) (.890) .770 (.910)
investments

Total from investment operations
2.133 2.121 3.063 .324 .347 1.935 (.032)

Less Distributions

From net investment income
(.963) (1.171) (1.093) (1.144) (1.237) (1.165) (.878)

From net realized gain on investments
(.230) - - - - - -

Total distributions
(1.193) (1.171) (1.093) (1.144) (1.237) (1.165) (.878)

Net asset value, end of period
$ 12.010 $ 11.070 $ 10.120 $ 8.150 $ 8.970 $ 9.860 $ 9.090

TOTAL RETURN (dagger)(double dagger)
20.47% 21.96% 39.67% 3.58% 3.34% 22.14% (.81)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 485,559 $ 136,316 $ 38,681 $ 15,134 $ 13,315 $ 11,900 $ 9,077

Ratio of expenses to average net assets
1.11% 1.10% 1.10% 1.10% 1.10% 1.10% 1.24%*

Ratio of expenses to average net assets before
1.11% 1.16% 1.76% 2.04% 2.17% 2.22% 2.25%*
voluntary
(CLEAR DIAMOND)

expense limitation

Ratio of net investment income to average net
8.09% 9.95% 12.20% 12.72% 12.98% 11.86% 10.74%*
assets

Portfolio turnover rate
79% 100% 103% 90% 131% 135% 166%*

* ANNUALIZED.

** FMR HAS DIRECTED CERTAIN TRADES TO BROKERS WHO PAID A PORTION OF THE FUND'S EXPENSES.

(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF LESS THAN ONE YEAR IS NOT ANNUALIZED.

(double dagger) TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.

# NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH AMOUNTED TO $.26 PER SHARE.

(CLEAR DIAMOND) LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.

</TABLE>

FIDELITY ADVISOR LIMITED TERM BOND FUND
Effective September 10, 1992, the Fund commenced sale of two classes of
shares entitled "Fidelity Advisor Institutional Limited Term Bond Fund"
(representing the Fund's original shares) and "Fidelity Advisor Limited
Term Bond Fund" (representing the new shares). With the exception of the
Limited Term Bond Fund columns, the information below does not reflect
Limited Term Bond Fund's 12b-1 fee and revised transfer agent fee
arrangement.
Limited Term
Bond Fund Institutional Limited Term Bond Fund

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period
$ 9.730 $ 9.590 $ 9.150 $ 9.310 $ 9.260 $ 9.200 $ 10.000

Income from Investment Operations

Net investment income
.567 .666 .700 .735 .773 .769 .614

Net realized and unrealized gain (loss) on
.601 .125 .419 (.160) .050 .060 (.800)
investments

Total from investment operations
1.168 .791 1.119 .575 .823 .829 (.186)

Less Distributions

From net investment income
(.558) (.651) (.679) (.735) (.773) (.769) (.614)

From net realized gain on investments
(.200) - - - - - -

Total distributions
(.758) (.651) (.679) (.735) (.773) (.769) (.614)

Net asset value, end of period
$ 10.140 $ 9.730 $ 9.590 $ 9.150 $ 9.310 $ 9.260 $ 9.200

TOTAL RETURN (dagger)(double dagger)
12.53% 8.49% 12.65% 6.48% 9.37% 9.34% (1.84)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 69,876 $ 23,281 $ 13,058 $ 9,822 $ 8,203 $ 6,590 $ 4,584

Ratio of expenses to average net assets
.68% 1.10% 1.10% 1.10% 1.10% 1.10% 1.29%*

Ratio of expenses to average net assets before
1.32% 1.79% 2.46% 2.74% 2.75% 2.25% 2.36%*
voluntary

expense limitation

Ratio of net investment income to average net
6.11% 6.98% 7.47% 8.04% 8.45% 8.30% 8.12%*
assets

Portfolio turnover rate
333% 315% 54% 31% 42% 44% 32%*

</TABLE>

* ANNUALIZED.
** FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALE OF LIMITED
TERM BOND FUND) TO NOVEMBER 30, 1992.
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR IS NOT ANNUALIZED.
(dagger)(dagger) LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.
(dagger)(dagger)(dagger) IN JULY 1985, THE SEC ADOPTED REVISIONS TO
EXISTING RULES WITH RESPECT TO THE CALCULATION OF THE PORTFOLIO TURNOVER
RATE. THE REVISED RULES REQUIRE THE INCLUSION IN THE CALCULATION OF
LONG-TERM U.S. GOVERNMENT SECURITIES WHICH, PRIOR TO THESE REVISIONS, WERE
EXCLUDED FROM THE CALCULATION.
(double dagger) TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES
NOT BEEN REDUCED DURING THE PERIODS SHOWN.
# THE AMOUNT SHOWN IN THIS CAPTION, WHILE DETERMINABLE BY THE SUMMATION
OF AMOUNTS COMPUTED DAILY AS SHARES WERE SOLD OR REPURCHASED, IS ALSO THE
BALANCING FIGURE DERIVED FROM THE OTHER FIGURES IN THE STATEMENT AND HAS
BEEN SO COMPUTED. THE AMOUNT SHOWN FROM THE PERIOD ENDED NOVEMBER 30, 1992
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD DOES NOT ACCORD WITH THE NET
REALIZED AND UNREALIZED GAIN ON INVESTMENTS FOR THE PERIOD BECAUSE OF THE
TIMING OF SALES AND REPURCHASES OF THE LIMITED TERM BOND FUND SHARES IN
RELATION TO FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.
FIDELITY ADVISOR SHORT FIXED-INCOME FUND
September 16, 1987
(Commencement of
Years Ended October 31, Operations) to
1993 1992 1991 1990 1989 1988 October 31, 1987

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
SELECTED PER-SHARE DATA

Net asset value, beginning of period
$ 9.950 $ 9.870 $ 9.620 $ 9.950 $ 9.940 $ 10.060 $ 10.000

Income from Investment Operations

Net investment income
.732 .830 .848 .868 .832 .852 .101

Net realized and unrealized gain (loss) on
.146 .071 .270 (.330) .010 (.120) .060
investments

Total from investment operations
.878 .901 1.118 .538 .842 .732 .161

Less Distributions

From net investment income
(.738) (.821) (.868) (.868) (.832) (.852) (.101)

Net asset value, end of period
$ 10.090 $ 9.950 $ 9.870 $ 9.620 $ 9.950 $ 9.940 $ 10.060

TOTAL RETURN (dagger)(double dagger)
9.13% 9.44% 12.19% 5.59% 8.89% 7.56% 1.61%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 654,202 $ 170,558 $ 25,244 $ 13,062 $ 12,394 $ 13,433 $ 3,252

Ratio of expenses to average net assets
.95% .90% .90% .90% .90% .90% .90%*

Ratio of expenses to average net assets before
.95% 1.03% 1.74% 1.90% 2.22% 1.84% 2.15%*
voluntary
(CLEAR DIAMOND

expense limitation

Ratio of net investment income to average net
6.77% 7.59% 8.50% 8.86% 8.45% 8.39% 7.65%*
assets

Portfolio turnover rate
58% 57% 127% 144% 157% 178% 119%*

</TABLE>

FIDELITY ADVISOR HIGH INCOME MUNICIPAL FUND
September 16, 1987
(Commencement of
Years Ended October 31, Operations) to
SELECTED PER-SHARE DATA 1993 1992 1991 1990 1989 1988
October 31, 1987

<TABLE>
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period
$ 11.650 $ 11.410 $ 10.870 $ 10.820 $ 10.460 $ 9.850 $ 10.000

Income from Investment Operations

Net interest income
.710 .774 .803 .811 .800 .750 .092

Net realized and unrealized gain (loss) on
1.100 .250 .660 .150 .410 .610 (.150)
investments

Total from investment operations
1.810 1.024 1.463 .961 1.210 1.360 (.058)

Less Distributions

From net interest income
(.710) (.774) (.803) (.811) (.800) (.750) (.092)

From net realized gain on investments
(.030) (.010) (.120) (.100) (.050) - -

Total distributions
(.740) (.784) (.923) (.911) (.850) (.750) (.092)

Net asset value, end of period
$ 12.720 $ 11.650 $ 11.410 $ 10.870 $ 10.820 $ 10.460 $ 9.850

TOTAL RETURN (dagger)(double dagger)
15.95% 9.21% 14.02% 9.28% 12.05% 14.22% (.58)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted)
$ 497,575 $ 156,659 $ 67,135 $ 22,702 $ 6,669 $ 3,290 $ 1,275

Ratio of expenses to average net assets
.92% .90% .90% .90% .90% .89% .80%*

Ratio of expenses to average net assets before
.92% .96% 1.24% 2.09% 2.75% 2.25% 2.25%*
voluntary
(CLEAR DIAMOND) (CLEAR DIAMOND)
(CLEAR DIAMOND)
expense limitation

Ratio of net interest income to average net assets
5.59% 6.59% 7.08% 7.37% 7.60% 7.33% 7.24%*

Portfolio turnover rate
27% 13% 10% 11% 27% 19% -%

</TABLE>

* ANNUALIZED.
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR IS NOT ANNUALIZED.
(double dagger) THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
(CLEAR DIAMOND) LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND
Effective September 10, 1992, the Fund commenced sale to two classes of
shares entitled "Fidelity Advisor Institutional Limited Term Tax-Exempt
Fund" (representing the Fund's original shares) and "Fidelity Advisor
Limited Term Tax-Exempt Fund" (representing the new shares). With the
exception of the Limited Term Tax-Exempt Fund columns, the information
below does not reflect Limited Term Tax-Exempt Fund's 12b-1 fee and revised
transfer agent fee arrangement.
Limited Term
Tax-Exempt Fund Institutional Limited Term Tax-Exempt Fund
September 19, 1985
Year Period (Commencement
Ended Ended of Operations) to
Nov. 30 Nov. 30 Years Ended November 30, November 30,
SELECTED PER-SHARE DATA 1993 1992** 1993 1992 1991 1990 1989 1988 1987
1986 1985
Net asset value, beginning of period $ 11.080 $ 11.010 $ 11.080 $
10.800 $ 10.640 $ 10.610 $ 10.520 $ 10.380 $ 10.990 $ 10.280 $ 10.000
Income from Investment Operations
Net interest income .508 .131 .536 .666 .682 .689 .674 .650 .641
.671 .130
Net realized and unrealized gain (loss) on investments .260 .070 .260
.280 .160 .030 .090 .140 (.540) .760 .280
Total from investment operations .768 .201 .796 .946 .842 .719
.764 .790 .101 1.431 .410
Less Distributions
From net interest income (.508) (.131) (.536) (.666) (.682) (.689)
(.674) (.650) (.641) (.671) (.130)
From net realized gain on investments (.880) -- (.880) -- -- --
- -- -- (.070) (.050) --
Total distributions (1.388) (.131) (1.416) (.666) (.682) (.689)
(.674) (.650) (.711) (.721) (.130)
Net asset value, end of period $ 10.460 $ 11.080 $ 10.460 $ 11.080 $
10.800 $ 10.640 $ 10.610 $ 10.520 $ 10.380 $ 10.990 $ 10.280
TOTAL RETURN (dagger)(double dagger) 7.72% 1.37% 8.01% 9.01% 8.15%
7.04% 7.50% 7.77% .97% 14.39% 4.12%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $ 39,800 $ 1,752 $ 15,076 $
28,428 $ 100,294 $ 111,506 $ 121,418 $ 132,443 $ 162,857 $ 161,045 $ 94,391
Ratio of expenses to average net assets .90% 1.04%* .65% .66% .61%
.62% .65% .63% .59% .58% .69%*
Ratio of expenses to average net assets before voluntary
expense limitation 1.36% 1.06%* .83% .67% .61% .62% .65% .63%
.59% .58% .69%*
Ratio of net investment income to average net assets 4.76% 5.65%* 5.01%
6.05% 6.40% 6.53% 6.45% 6.20% 6.01% 6.29% 6.33%*
Portfolio turnover rate 46% 36% 46% 36% 20% 32% 31% 24% 43% 34%
103%*

* ANNUALIZED.
** FOR THE PERIOD SEPTEMBER 15, 1992 (COMMENCEMENT OF OPERATIONS OF
LIMITED TERM TAX-EXEMPT FUND) TO NOVEMBER 30, 1992.
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(double dagger) TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES
NOT BEEN REDUCED DURING THE PERIODS SHOWN.
INVESTMENT OBJECTIVES
EQUITY FUNDS:
FIDELITY ADVISOR OVERSEAS FUND seeks growth of capital primarily through
investments in foreign securities.
FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH seeks to achieve capital
appreciation by investing primarily in the common and preferred stock
and securities convertible into the common stock, of companies with above
average growth characteristics.
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND seeks to provide capital growth
by investing primarily in common stocks and securities convertible into
common stocks.
FIDELITY ADVISOR GLOBAL RESOURCES FUND seeks long-term growth of capital
and protection of the purchasing power of shareholders' capital by
investing primarily in securities of foreign and domestic companies that
own or develop natural resources, or that supply goods and services to such
companies, or in physical commodities.
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by
investing primarily in securities of companies believed by FMR to involve a
"special situation."
FIDELITY ADVISOR EQUITY PORTFOLIO INCOME seeks a yield from dividend and
interest income which exceeds the composite dividend yield on securities
comprising the Standard & Poor's 500 Composite Stock Price
Index (S&P 500).

FIDELITY ADVISOR INCOME & GROWTH 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.
FIXED-INCOME FUNDS:
FIDELITY ADVISOR 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.
FIDELITY ADVISOR LIMITED TERM BOND FUND seeks to provide a high rate of
income through investment in high and upper-medium grade fixed-income
obligations.
FIDELITY ADVISOR 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.
FIDELITY ADVISOR SHORT FIXED-INCOME FUND seeks to obtain a high level of
current income, consistent with preservation of capital, by investing
primarily in a broad range of investment grade fixed-income securities.
MUNICIPAL/TAX-EXEMPT FUNDS:
FIDELITY ADVISOR HIGH INCOME MUNICIPAL 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 reserves the right to invest up to 100% of
its assets in municipal obligations subject to the federal alternative
minimum tax.
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND seeks the highest level of
income exempt from federal income taxes that can be obtained consistent
with the preservation of capital, from a diversified portfolio of high
quality or upper-medium quality municipal obligations.
The investment objective of each Fund is fundamental and can only be
changed by vote of a majority of the outstanding shares of the Fund. Except
as otherwise noted, the investment limitations and policies of Equity
Portfolio Growth, Strategic Opportunities, Income & Growth, Limited
Term Bond, Government Investment, High Income Municipal, and Limited Term
Tax-Exempt are fundamental and may not be changed without shareholder
approval. Except for the investment limitations and policies identified as
fundamental, the limitations and policies of Overseas, Growth
Opportunities, Global Resources , Equity Portfolio Income, High
Yield, and Short Fixed-Income are not fundamental. Non-fundamental
investment limitations and policies may be changed without shareholder
approval.
The yield , return and potential price changes of each Fund depend on
the quality and maturity of the obligations in its portfolio, as well as on
market conditions. Risks vary based on the type of fund in which you are
investing. As is the case with any investment in securities, investment in
the Funds involve certain risks and therefore a Fund may not
always achieve its investment objective . See "Investment Policies"
beginning on page 15.
HOW T O BUY SHARES
Shares of each Fund are offered continuously to investors who engage an
investment professional for investment advice and may be purchased at the
public offering price (the offering price) next determined after the
transfer agent receives your order to purchase. State Street Bank and
Trust Company (the Transfer Agent), P.O. Box 8302 , Boston,
Massachusetts 02266-8302 , provides transfer and dividend paying
services for each Fund.
The offering price is equal to the net asset value per share (NAV) plus
a sales charge, which is a variable percentage of the offering price
depending upon the amount of the purchase. The table below shows total
sales charges and concessions to securities dealers and banks (investment
professionals) having Agreements with Distributors.
You can open an account with a minimum initial investment of $2,500 or more
by completing and returning an account application. You can make additional
investments of $250 or more. For tax-deferred retirement plans, including
IRA accounts, there is a $500 minimum initial investment and a $100
subsequent investment minimum. For accounts established under the
Fidelity Advisor S ystematic I nvestment Program or
the Fidelity Advisor Systematic Exchange Program, there is a $1,000 initial
and $100 monthly subsequent investment minimum requirement. FOR
FURTHER INFORMATION ON OPENING AN ACCOUNT, PLEASE CONSULT YOUR INVESTMENT
PROFESSIONAL OR REFER TO THE ACCOUNT APPLICATION.
It is the responsibility of your investment professional to transmit
your order to purchase shares to the Transfer Agent before 4:00 p.m.
Eastern time in order for you to receive that day's share price. The
Transfer Agent must receive payment within five business days after an
order is placed, otherwise, the purchase order may be canceled and you
could be held liable for resulting fees and/or losses.
All of your purchases must be made in U.S. dollars and checks must be drawn
on U.S. banks. Each Fund reserves the right to limit the number of your
checks processed at one time. If your check does not clear, the Fund may
cancel your purchase and you could be held liable for any fees and/or
losses incurred. When you purchase directly by check, the Fund can hold the
proceeds of redemptions until the Transfer Agent is reasonably satisfied
that the purchase payment has been collected (which can take up to seven
calendar days). You may avoid a delay in receiving redemption proceeds by
purchasing shares with a certified check. Shares of the fixed - income
funds purchased through investment professionals utilizing an automated
order placement and settlement system that guarantees payment for orders on
a specified dat e , begin to earn income dividends on that date.
Direct purchases and all other orders begin to earn dividends on the
business day after the F und receives payment.
2.SALES CHARGES AND INVESTMENT PROFESSIONAL CONCESSIONS
SALES CHARGES AS % OF INVESTMENT PROFESSIONAL
AMOUNT OF PURCHASE OFFERING NET AMOUNT CONCESSION AS %
IN SINGLE TRANSACTIONS PRICE INVESTED OF OFFERING PRICE
FIDELITY ADVISOR FUNDS:
Less than $50,000 4.75% 4.99% 4.00%
$50,000 to less than $100,000 4.50% 4.71% 4.00%
$100,000 to less than $250,000 3.50% 3.63% 3.00%
$250,000 to less than $500,000 2.50% 2.56% 2.00%
$500,000 to less than $1,000,000 2.00% 2.04% 1.75%
$1,000,000 or more None None See Below*
SHORT FIXED-INCOME FUND:
Less than $1,000,000 1.50% 1.52% 1.20%
$1,000,000 or more None None See Below*
* INVESTMENT PROFESSIONALS WILL BE COMPENSATED WITH A FEE OF .25% FOR
PURCHASES OF $1 MILLION OR MORE, IF THE ASSETS ON WHICH THE .25% IS PAID
REMAIN WITHIN THE FIDELITY ADVISOR FUNDS FOR ONE YEAR, EXCEPT FOR
PURCHASES THROUGH A BANK OR BANK-AFFILIATED BROKER-DEALER THAT QUALIFY FOR
A SALES CHARGE WAIVER DESCRIBED ON PAGE 12. ALL ASSETS ON WHICH THE .25%
FEE IS PAID MUST REMAIN WITHIN THE FIDELITY ADVISOR FUNDS (INCLUDING SHARES
EXCHANGED INTO DAILY MONEY FUND AND DAILY TAX-EXEMPT MONEY FUND) FOR A
PERIOD OF ONE UNINTERRUPTED YEAR OR THE INVESTMENT PROFESSIONAL WILL BE
REQUIRED TO REFUND THIS FEE TO DISTRIBUTORS.
Each Fund and Distributor s reserve the right to suspend the
offering of shares for a period of time and to reject any order for the
purchase of shares, including certain purchases by exchange (see "How to
Exchange,'' page ).
3.MINIMUM ACCOUNT BALANCE. You must maintain an account balance of $1,000.
If your account falls below $1,000 due to redemption, the Transfer Agent
may close it at the NAV next determined on the day your account is closed
and mail you the proceeds at the address shown on the Transfer Agent's
records. The Transfer Agent will give you 30 days' notice that your account
will be closed unless you make an investment to increase your account
balance to the $1,000 minimum. The minimum account balance does not
apply to IRA accounts.
4.SALES CHARGE WAIVERS. Sales charges do not apply to shares of a Fund
purchased:
(1) by registered representatives, bank trust officers and other employees
(and their immediate families) of investment professionals having
A greements with Distributors;
(2) by a current or former Trustee or officer of a Fidelity fund or a
current or retired officer, director or full-time employee of FMR Corp. or
its 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;
(3) by a charitable organization (as defined in Section 501(c)(3) of the
Internal Revenue Code) investing $100,000 or more;
(4) by a charitable remainder trust or life income pool established for the
benefit of a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code);
(5) by trust institutions (including bank trust departments)
investing on their own behalf or on behalf of their clients;
(6) in accounts as to which a bank or broker-dealer charges an account
management fee, provided the bank or broker-dealer has an Agreement with
Distributors;
(7) as part of an employee benefit plan having more than 200 eligible
employees or a minimum of $1,000,000 invested in Fidelity Advisor Funds;
(8) in a Fidelity or Fidelity Advisor IRA account purchased with the
proceeds of a distribution from (i) 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 $1,000,000 invested in Fidelity
Advisor mutual funds, or (ii) an insurance company separate account
qualifying under (9) below, or funding annuity contracts purchased by
employee benefit plans which in the aggregate have at least $3,000,000 in
plan assets invested in Fidelity mutual funds;
(9) by an insurance company separate account used to fund annuity contracts
purchased by employee benefit plans which in the aggregate have more than
200 eligible employees or $1,000,000 invested in Fidelity Advisor mutual
funds;
(10) by any state, county, c ity, or any governmental
instrumentality, department, authority or agency; or
(11) with redemption proceeds from other mutual fund complexes on which the
investor has paid a front-end sales charge only. (A Sales Charge Waiver
Form must accompany these transactions.)
Sales charge waivers must be qualified through Distributors in advance, and
employee benefit plan investors must meet additional requirements specified
in the SAIs. Your investment professional should call Fidelity for more
information.
INVESTOR SERVICES
You may initiate many transactions by telephone. Note that the Transfer
Agent will not be responsible for any losses resulting from unauthorized
transactions if it follows reasonable procedures designed to verify the
identity of the caller. The Transfer Agent will request personalized
security codes or other information, and may also record calls. 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 the Transfer Agent for instructions.
5.QUANTITY DISCOUNTS. Reduced sales charges are applicable to purchases of
$50,000 or more ($1,000,000 or more for Short Fixed-Income) alone or in
combination with purchases of shares of other Fidelity Advisor Funds made
at any one time (including Daily Money Fund and Daily Tax-Exempt Money Fund
shares acquired by exchange from certain other Fidelity Advisor
Fund s ). To obtain the reduction of the sales charge, 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 sales charge.
For purposes of qualifying for a reduction in sales charges under the
C ombined P urchase, R ights of A ccumulation or
L etter of I ntent provisions, the following may qualify as an
individual, or a "company" as defined in Section 2(a)(8) of the Investment
Company Act of 1940 (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
single fiduciary account or for a single or a parent-subsidiary group of
"employee benefit plans" (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974); and tax-exempt organizations as
defined under Section 501(c)(3) of the Internal Revenue Code.
6.COMBINED PURCHASES. When you invest in a Fund for several accounts at the
same time, you may combine these investments into a single transaction to
qualify for the quantity discount if purchased through one investment
professional, and if the total is at least $50,000 (at least $1,000,000 for
Short Fixed-Income).
7.RIGHTS OF ACCUMULATION. Your "Rights of Accumulation" permit reduced
sales charges on any future purchases after you have reached a new
breakpoint in a Fund's sales charge schedule. You can add the value of
existing Fidelity Advisor Fund shares (including Daily Money Fund and Daily
Tax-Exempt Money Fund shares ACQUIRED BY EXCHANGE FROM ANY FIDELITY ADVISOR
FUND), determined at the current day's NAV at the close of business,
to the amount of your new purchase valued at the current offering price to
determine your reduced sales charge.
8.LETTER OF INTENT. If you anticipate purchasing $50,000 or more
($1,000,000 for Short Fixed-Income) of a Fund's shares alone or in
combination with shares of other Fidelity Advisor Funds (excluding Daily
Money Fund and Daily Tax-Exempt Money Fund) within a 13-month period, you
may obtain shares at the same reduced sales charge as though the total
quantity were invested in one lump sum, by filing a non-binding Letter of
Intent (the Letter) within 90 days of the start of the purchases. Each
investment you make after signing the Letter will be entitled to the sales
charge applicable to the total investment indicated in the Letter. For
example, a $2,500 purchase toward a $50,000 Letter would receive the same
reduced sales charge as if the $50,000 ($1,000,000 for Short Fixed-Income)
had been invested at one time. To ensure that the reduced price will be
received on future purchases, you or your investment professional must
inform the Transfer Agent that the Letter is in effect each time shares are
purchased. Neither income dividends nor capital gain distributions taken in
additional shares will apply 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, 5% of the dollar amount specified in
the Letter will be registered in your name and held in escrow. The 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 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 further sales charge reduction, the 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 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 sales charges due. Otherwise, sufficient escrowed shares will be
redeemed to pay such charges.
9. FIDELITY ADVISOR SYSTEMATIC INVESTMENT P ROGRAM . You can
make regular investments in a Fidelity Advisor Fund with the Systematic
Investment Program by completing the appropriate section of the
account application and attaching a voided personal check. Investments may
be made monthly by automatically deducting $100 or more from your bank
checking account. You may change the amount of your monthly purchase at any
time. There is a $1,000 minimum initial investment requirement for the
Systematic Investment Program . Shares will be purchased at the
offering price next determined following receipt of the investment by the
Transfer Agent. You may cancel 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.
SHAREHOLDER COMMUNICATIONS
The Transfer Agent will send you a confirmation after every transaction
that affects the share balance or the account registration. In addition,
a consolidated statement will be provided quarterly. At least twice a
year each shareholder will receive the Fund's financial statements, with a
summary of its portfolio composition and performance. To reduce expenses,
only one copy of most shareholder reports (such as a Fund's Annual Report)
will be mailed to each shareholder address. Please write to the
Transfer Agent or contact your investment professional if you need to have
additional reports sent each time.
A Fund pays for these shareholder communications, but not for special
services that are required by a few shareholders, such as a request for a
historical transcript of an account. You may be required to pay a fee for
such special services. If you are purchasing shares of a Fund through a
program of administrative services offered by an investment professional,
you should read the additional materials pertaining to that program in
conjunction with this Prospectus. Certain features of a Fund, such as the
minimum initial or subsequent investment, may be modified in these
programs, and administrative charges may be imposed for the services
rendered.
HOW TO EXCHANGE
An exchange is the redemption of shares of one Fund and the purchase of
shares of another Fund, each at the next determined NAV. The exchange
privilege is a convenient way to sell and buy shares of other Fidelity
Advisor Funds and certain Fidelity money market funds registered in your
state.
To protect each Fund's performance and shareholders, FMR discourages
frequent trading in response to short-term market fluctuations. The Funds
reserve the right to refuse exchange purchases by any person or group if,
in FMR's opinion, a Fund would be unable to invest effectively in
accordance with its investment objective and policies, or would otherwise
be affected adversely. Your exchanges may be restricted or refused if a
Fund receives or anticipates simultaneous orders affecting significant
portions of a Fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to a Fund.
Exchange restrictions may be imposed at any time. The Funds may modify or
terminate the exchange privilege. The exchange limit may be modified for
certain institutional retirement plans.
Exchange instructions may be given by you in writing or by telephone
directly to the Transfer Agent or through your investment professional. FOR
MORE INFORMATION ON ENTERING AN EXCHANGE TRANSACTION, PLEASE CONSULT YOUR
INVESTMENT PROFESSIONAL .
Before you make an exchange:
1. Read the prospectus of the Fund into which you want to exchange.
2. Shares may be exchanged into other Fidelity Advisor Funds seven calendar
days after purchase at NAV . If you have held shares of Short
Fixed-Income Fund for less than six months, you will pay a sales charge
equal to the difference between the sales charge on the Fund you are
exchanging into and the sales charge applicable to shares of Short
Fixed - Income being exchanged. For example, if you paid
the full 1.5% sales charge when you purchased your Short
Fixed-Income shares, you will have to pay a sales charge of up to 3.25%
when you exchange these shares into another Fidelity Advisor Fund having a
maximum sales charge of 4.75%. After six months, shares may be exchanged at
NAV. Exchanges into a Fidelity Advisor Fund from eligible Fidelity money
market funds will be processed at the next determined offering price
(unless the shares were acquired by exchange from another Fidelity Advisor
Fund).
3. You may only exchange between accounts that are registered in the same
name, address, and taxpayer identification number.
4. You may make four exchanges out of a Fund per calendar year .
I f you exceed this limit, your future purchases of (including
exchanges into) Fidelity Advisor Funds may be permanently refused. For
purposes of the four exchange limit, accounts under common ownership or
control, including accounts having the same taxpayer identification number,
will be aggregated. Systematic exchanges are not subject to this four
exchange limit (see following section).
5. TAXES: The shares exchanged represent a sale and are taxable. The
Transfer Agent will send you a confirmation of each exchange transaction.
10.FIDELITY ADVISOR SYSTEMATIC EXCHANGE P ROGRAM . You can exchange a
specific dollar amount of shares from a Fund into another Fidelity Advisor
Fund on a monthly, quarterly or semiannual basis under the following
conditions:
1. The account from which the exchanges are to be processed must have a
minimum balance of $10,000.
2. The account into which the exchanges are to be processed must be an
existing account with a minimum balance of $1,000.
3. Both accounts must have identical registrations and taxpayer
identification numbers. The minimum amount that can be exchanged
systematically into a Fund is $100.
4. Systematic Exchanges will be processed at the NAV determined on the
transaction date, except that Systematic Exchanges into a Fidelity Advisor
Fund from eligible money market funds will be processed at the offering
price next determined on the transaction date (unless the shares were
acquired by exchange from another Fidelity Advisor Fund).
HOW T O SELL SHARES
You may sell (redeem) all or a portion of your shares on any day the New
York Stock Exchange (NYSE) is open, at the NAV next determined after the
Transfer Agent receives your request to sell. Orders to sell may be placed
by you in writing or by telephone or through your investment professional.
Orders to sell received by the Transfer Agent before 4:00 p.m. Eastern time
will receive that day's share price. For orders to sell placed through your
investment professional, it is the investment professional's responsibility
to transmit such orders to the Transfer Agent by 4:00 p.m. Eastern time for
you to receive that day's share price.
Once your shares are redeemed, a Fund normally will send the proceeds on
the next business day to the address of record. If making immediate payment
could adversely affect the Fund, the Fund may take up to seven days to pay
you. A Fund may withhold redemption proceeds until it is reasonably
satisfied that it has collected investments that were made by check (which
can take up to seven calendar days).
When the NYSE is closed (or when trading is restricted) for any reason
other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, a
Fund may suspend redemption or postpone payment dates for more than
seven days . The Transfer Agent requires additional documentation to
sell shares registered in the name of a corporation, agent or fiduciary
or a surviving joint owner. Call 1-800-221-5207 for specific requirements.
11.REDEMPTION REQUESTS BY TELEPHONE:
TO RECEIVE A CHECK. You may sell shares of a Fund having a value of
$100,000 or less from your account by calling the Transfer Agent.
Redemption proceeds must be sent to the address of record listed on the
account, and a change of address must not have occurred within the
preceding 60 days.
T O RECEIVE A WIRE. You may sell shares of a Fund and have the
proceeds wired to a pre-designated bank account. Wires will generally be
sent the next business day following the redemption of shares from your
account.
Telephone redemptions cannot be processed for Fidelity Advisor Fund
prototype retirement accounts where State Street Bank and Trust Company is
the custodian.
12.REDEMPTION REQUESTS IN WRITING. For your protection, if you sell
shares of a Fund having a value of more than $100,000, or if you are
sending the proceeds of a redemption of any amount to an address other than
the address of record listed on the account, or if you have requested a
change of address within the preceding 60 days, or if you wish to have the
proceeds wired to a non predesignated bank account, you must send a letter
of instruction signed by all registered owners with signature(s) guaranteed
to the Transfer Agent. A signature guarantee is a widely recognized way to
protect you by guaranteeing the signature on your request; it may not be
provided by a notary public. Signature guarantee(s) will be accepted from
banks, brokers, dealers, municipal securities dealers, municipal securities
brokers, government securities dealers, government securities brokers,
credit unions (if authorized under state law), national securities
exchanges, registered securities associations, clearing agencies and
savings associations.
13.REINSTATEMENT PRIVILEGE. If you have sold all or part of your Fund
shares you may reinvest an amount equal to all or a portion of the
redemption proceeds in the Fund , or in any of the other Fidelity
Advisor Funds, at the NAV next determined after receipt of your investment
order , provided that such reinvestment is made within 30 days of
redemption. You must reinstate your shares into an account with the same
registration. Th is privilege may be exercised only once by a
shareholder with respect to a Fund and certain restrictions may
apply .
14. FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM. If you own shares
of a Fund worth $10,000 or more, you may periodically have proceeds sent
automatically from your account to you, to a person named by you, or to
your bank checking account. Your Systematic Withdrawal Program payments are
drawn from share redemptions. If Systematic Withdrawal Program redemptions
exceed distributions earned on your shares, your account eventually
may be exhausted. Since a sales charge is applied on new shares you buy, it
is to your disadvantage to buy shares while also making systematic
redemptions. You may obtain information about the Systematic Withdrawal
Program by contacting your investment professional.
15.CHECKWRITING SERVICE. Short Fixed-Income Fund offers a check-writing
service ($500 minimum) to allow the redemption of shares from your
account . Refer to the account a pplication or the SAI and
complete the attached signature card. Upon receipt of the properly
completed account application and signature card, the Fund will provide
checks. If you redeem by check from the Fund 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.
DISTRIBUTION OPTIONS
When you fill out your account application, you can choose from four
Distribution Options:
1. REINVESTMENT OPTION. Dividends and capital gain distributions will be
automatically reinvested in additional shares of a Fund. If you do not
indicate a choice on your account application, you will be assigned
this option.
2. INCOME-EARNED OPTION. Capital gain distributions will be automatically
reinvested, but a check will be sent for each dividend distribution.
3. CASH OPTION. A check will be sent for each dividend and capital gain
distribution.
4. DIRECTED DIVIDENDS PROGRAM . Dividends and capital gain
distributions will be automatically invested in another identically
registered Fidelity Advisor Fund.
You may change your Distribution Option at any time by notifying the
Transfer Agent in writing. Distribution checks for fixed-income funds will
be mailed no later than seven days after the last day of the month. On the
day a Fund goes ex-dividend, the amount of the distribution is deducted
from its share price. Reinvestment of distributions will be made at that
day's NAV. If you select option 2 or 3 and the U.S. Postal Service
cannot deliver your checks, or if your checks remain uncashed for six
months, distribution checks will be reinvested in your account at the
current NAV and your election may be converted to the Reinvestment
Option.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. The Funds distribute substantially all of their net
investment income and capital gains, if any, to shareholders each year
pursuant to the following schedule. Each Fund may pay capital gains
in December. In addition, Equity Portfolio Growth , Equity Portfolio
Income , Limited Term Bond and Limited Term Tax-Exempt may pay
capital gains in January as well.
Equity Portfolio Growth pays net investment income in January and December;
Overseas, Growth Opportunities, Global Resources, and Strategic
Opportunities pay in December; High Yield, Limited Term Bond,
Government Investment, Short Fixed-Income, High Income Municipal, and
Limited Term Tax-Exempt declare dividends daily and pay monthly; and
Equity Portfolio Income and Income & Growth declare dividends in
March, June, September, and December and pay the following month.
16.CAPITAL GAINS. You may realize a gain or loss when you sell (redeem)
or exchange shares. For most types of accounts, a Fund will report the
proceeds of your redemptions to you and the IRS annually. However, because
the tax treatment also depends on your purchase price and your personal tax
position, YOU SHOULD KEEP YOUR REGULAR ACCOUNT STATEMENTS to use in
determining your tax.
17."BUYING A DIVIDEND." On the record date for a distribution from a
Fund, the Fund's share price is reduced by the amount of the distribution.
If you buy shares just before the record date (buying a dividend), you will
pay the full offering price for the shares, and then receive a portion of
the price back as a taxable distribution.
18.FEDERAL TAXES. Distributions from each Fund's income and short-term
capital gains are taxed as dividends, and long-term capital gain
distributions are taxed as long-term capital gains. Gains on the sale of
tax-free bonds results in a taxable distribution. Short-term capital gains
and a portion of the gain on bonds purchased at a discount are taxed as
dividends. Distributions are taxable when they are paid , whether
you take them in cash or reinvest them in additional shares, except that
distributions declared in December and paid in January are taxable as if
paid on December 31. Each Fund will send you a tax statement by January 31
showing the tax status of the distributions you received in the past year.
A copy will be filed with the Internal Revenue Service (IRS) .
High Income Municipal and Limited Term Tax-Exempt may invest in municipal
obligations whose interest is subject to the federal alternative minimum
tax for individuals (AMT bonds). To the extent that the Funds invest
in AMT bonds, individuals who are subject to the AMT will be required to
report a portion of the Fund's dividends as a "tax-preference item" in
determining their federal tax. Federally tax-free interest earned by the
Funds is federally tax-free when distributed as income dividends. During
the most recent fiscal year ended, 100% of the income dividends for High
Income Municipal and Limited Term Tax-Exempt were free from federal tax. If
the Funds earn taxable income from any of their investments, it w ill
be distributed as a taxable dividend. Some of the Funds may be eligible
for the dividends-received deduction for corporations.
If a Fund has paid withholding or other taxes to foreign governments during
the year, the taxes will reduce the Fund's dividends but will be included
in the taxable income reported on your tax statement. You may be able to
claim an offsetting tax credit or itemized deduction for foreign taxes paid
by a Fund. Your tax statement will show the amount of foreign tax for which
a credit or deduction may be available.
STATE AND LOCAL TAXES . Mutual fund dividends from most U.S.
government securities generally are free from state and local income taxes.
However , certain types of securities, such as repurchase agreements
and certain agency backed securities, may not qualify for the government
interest exemption on a state-by-state basis. GNMA and other mortgage
backed securities are other notable exceptions in many states. Some states
may impose intangible property taxes. You should consult your own tax
advisor for details and up-to-date information on the tax laws in your
state.
19.OTHER TAX INFORMATION. In addition to federal taxes, you may be subject
to state or local taxes on your investment, depending on the laws in your
area. Because some states exempt their own municipal obligations from tax,
you will receive tax information each year showing how High Income
Municipal and Limited Term Tax-Exempt allocated its investments by state.
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.
INVESTMENT POLICIES
Further information relating to the types of securities in which each Fund
may invest and the investment policies of each Fund in general are set
forth in the Appendix to this Prospectus and in each Fund's SAI.
FMR will use its extensive research facilities in addition to considering
the ratings of Nationally Recognized Statistical Rating Organizations
(NRSROs) in selecting investments for the Funds. Unrated securities are not
necessarily of lower quality than rated securities, but they may not be
attractive to as many buyers. This credit analysis includes
consideration of the economic feasibility, the financial condition of the
issuer with respect to liquidity, cash flow and political developments that
may affect credit quality. Since the risk of default is higher for
lower-quality obligations, FMR's research and analysis are an integral part
of choosing a Fund's securities. Through portfolio diversification and
careful credit analysis, FMR can reduce risk, although there can be no
assurance that losses will not occur. FMR also considers trends in the
economy, in geographic areas, in various industries, and in the financial
markets.
EQUITY FUNDS . Equity Funds invest mainly in common stock and
other equity securities in search of growth or a combination of growth and
income. Their performance depends heavily on stock market conditions in the
U.S. and abroad, and can also be affected by changes in interest rates or
other economic conditions. Investments in Equity Funds are more suitable
for investors who take a long-term approach to investing.
FIDELITY ADVISOR OVERSEAS FUND seeks growth of capital primarily through
investments in foreign securities. The Fund defines foreign securities as
securities of issuers whose principal activities are outside of the United
States. Normally, at least 65% of the Fund's total assets will be invested
in securities of issuers from at least three different countries outside of
North America (the U.S. , Canada, Mexico, and Central America). The
Fund expects to invest most of its assets in securities of issuers located
in developed countries in these general geographic areas: The Americas
(other than the U.S. ), the Far East and the Pacific Basin, and
Western Europe. In determining whether a company's or organization's
principal activities are in a particular region, FMR will look at such
factors as the location of assets, personnel, sales, and earnings.
FMR expects that opportunities for capital growth will come most often from
common stock and other equity securities, and therefore, expects that
equity securities will account for the majority of the Fund's investments.
However, the Fund also may find opportunities for capital growth from debt
securities of any quality or maturity by reason of anticipated changes in
such factors as interest rates, currency relationships, or the credit
standing of individual issuers. The Fund will not consider dividend income
as a primary factor in choosing securities, unless FMR believes the income
will contribute to the securities' growth potential.
When allocating the investments of the Fund among geographic regions and
individual countries, and among assets denominated in U.S. and foreign
currencies, FMR considers various factors, such as prospects for relative
economic growth among countries, regions or geographic areas; expected
levels of inflation; government policies influencing business conditions;
and the outlook for currency relationships. Although the Fund has the
a bil ity under normal conditions to invest up to 35% of its total
assets in the U.S., FMR currently intends to manage the Fund to be as fully
invested outside the U.S. as is practicable in light of the Fund's cash
flow and cash needs.
The equity securities in which the Fund may invest include common stocks of
companies or closed-end investment companies, securities such as warrants
or rights that are convertible into common stock, preferred stocks, and
depositary receipts for those securities.
The Fund may invest in debt securities of any type of issuer, including
governments and governmental entities (including supra national
organizations such as the World Bank) as well as corporations and other
business organizations. The Fund has no limitation on the quality of debt
securities in which it may invest. The Fund may invest in lower-quality,
high-yielding debt securities (commonly referred to as "junk bonds"),
although it intends to limit its investments in these securities to 5% of
its assets. FMR may invest a portion of the Fund's assets in high-quality,
short-term debt securities, bank deposits and money market instruments
(including repurchase agreements) denominated in U.S. dollars or foreign
currencies. When market conditions warrant, FMR can make substantial
temporary defensive investments in U.S. government securities or
investment-grade obligations of companies incorporated in, and having
principal business activities in, the U.S .
The Fund may purchase or engage in indexed securities, illiquid
investments, loans and other direct debt instruments, options and futures
contracts, repurchase agreements and securities loans, restricted
securities, and swap agreements.
CONSIDERATIONS IN INVESTING IN SHARES OF OVERSEAS FUND:
Investing outside the U.S. involves different opportunities and different
risks from U.S. investments. FMR believes that it may be possible to obtain
significant returns from a portfolio of foreign investments, or a
combination of foreign investments and U.S. investments, and to achieve
increased diversification in comparison to a portfolio invested solely in
U.S. securities. By including international investments in your investment
portfolio, you may gain increased diversification by combining securities
from various countries and geographic areas that offer different investment
opportunities and are affected by different economic trends. At the same
time, these opportunities and trends involve risks that may not be
encountered with U.S. investments.
International investing in general may involve greater risks than U.S.
investments. There is generally less publicly available information about
foreign issuers, and there may be less government regulation and
supervision of foreign stock exchanges, brokers, and listed companies.
There may be difficulty in enforcing legal rights outside the U.S .
Foreign companies generally are not subject to uniform accounting,
auditing, and financial reporting standards, practices, and requirements
comparable to those that apply to U.S. companies. Security trading
practices abroad may offer less protection to investors such as the Fund.
Settlement of transactions in some foreign markets may be delayed or may be
less frequent than in the U.S., which could affect the liquidity of the
Fund. Additionally, in some foreign countries, there is the possibility of
expropriation or confiscatory taxation; limitations on the removal of
securities, property, or other assets of the Fund; political or social
instability; or diplomatic developments which could affect U.S. investments
in foreign countries. FMR will take these factors into consideration in
managing the Fund's investments.
The Fund may invest a portion of its assets in developing countries, or in
countries with a new or developing capital market. The
considerations noted above are generally intensified for these investments.
These countries may have relatively unstable governments, economies based
on only a few industries, and securities markets that trade a small number
of securities. Securities of issuers located in these countries tend to
have volatile prices and may offer significant potential for loss as well
as gain.
FOREIGN CURRENCIES. The value of the Fund's investments, and the value of
dividends and interest earned by the Fund, may be significantly affected by
changes in currency exchange rates. Some foreign currency values may be
volatile, and there is the possibility of governmental controls on currency
exchange or governmental intervention in currency markets, which could
adversely affect the Fund. Although FMR may attempt to manage currency
exchange rate risks, there is no assurance that FMR will do so at an
appropriate time or that FMR will be able to predict exchange rates
accurately. For example, if FMR increases the Fund's exposure to a foreign
currency, and that currency's value subsequently falls, FMR's currency
management may result in increased losses to the Fund. Similarly, if FMR
hedges the Fund's exposure to a foreign currency, and that currency's value
rises, the Fund will lose the opportunity to participate in the currency's
appreciation.
CURRENCY MANAGEMENT. The relative performance of foreign currencies is an
important factor in the Fund's performance. FMR may manage the Fund's
exposure to various currencies to take advantage of different yield, risk,
and return characteristics that different currencies can provide for U.S.
investors.
To manage exposure to currency fluctuations, the Fund may enter into
currency exchange contracts (agreements to exchange one currency for
another at a future date) or currency swap agreements, buy and sell options
and futures contracts relating to foreign currencies, and purchase
securities indexed to foreign currencies. The Fund will use currency
exchange contracts in the normal course of business to lock in an
exchange rate in connection with purchases and sales of securities
denominated in foreign currencies. Other currency management strategies
allow FMR to hedge portfolio securities, to shift investment exposure from
one currency to another, or to attempt to profit from anticipated declines
in the value of a foreign currency relative to the U.S. dollar. There is no
limitation on the amount of the Fund's assets that may be committed to
currency management strategies.
FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH seeks to achieve capital
appreciation by investing primarily in the common and preferred stock, and
securities convertible into the common stock, of companies with above
average growth characteristics.
As a general rule, the Fund will invest in the securities of companies
whose growth in the areas of earnings or gross sales measured either in
dollars or in unit volume (either on an absolute or percentage basis) may
exceed that of the average of the companies whose securities are included
in the S&P 500. These securities generally command high multiples
(price/earnings ratios) in the stock markets over time. Above average
growth characteristics are most often associated with companies in new and
emerging areas of the economy but occasionally can be found in the stronger
companies of more mature and even declining industries. The Fund will,
therefore, be invested in the securities of smaller, less well-known
companies except when FMR believes that opportunities for above-average
growth are presented by larger, more mature companies which have undergone
reformation and revitalization or possess a strong position in relation to
the market as a whole.
The market price of securities with above average growth characteristics
often can experience a more sudden and more dramatic downward reaction to
negative news than is the case with securities carrying a lower market
multiple. This can be particularly true for companies with a narrow product
line or whose securities are relatively thinly-traded, characteristics
which are common to smaller, less well-known companies.
As a non-fundamental policy, at least 65% of the total assets of the Fund
normally will be invested in common and preferred stock. As a
non-fundamental policy, the Fund may invest up to 35% of its total assets
in debt obligations of all types and quality, a high percentage of which
are expected to be convertible into common stocks. The Fund may invest in
lower-quality, high yielding debt securities (commonly referred to as "junk
bonds" although as a non-fundamental policy it intends to limit its
investments in these securities to 35% of its assets. ). The Fund also
may purchase or engage in foreign investments, indexed securities,
illiquid investments, loans and other direct debt instruments, options and
futures contracts, repurchase agreements and securities loans
restricted securities, swap agreements, and warrants.
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND seeks to provide capital growth
by investing primarily in common stocks and securities convertible into
common stocks. Under normal circumstances, at least 65% of the Fund's total
assets will be invested in securities of companies that FMR believes have
long-term growth potential. Growth can be considered either appreciation of
the security itself or growth of the company's earnings or gross sales.
Accordingly, these securities will often pay little, if any, income,
which will be entirely incidental to the objective of capital growth.
The Fund also has the ability to purchase other securities, such as
preferred stock and bonds that may produce capital growth. Securities may
be of all types or quality. The Fund may invest in lower-quality,
high-yielding debt securities (commonly referred to as "junk
bonds") , a lthough the Fund currently intends to limit its
investments in these securities to 10% of its assets.
The Fund may purchase foreign investments of all types without limitation
and may enter into foreign forward currency exchange contracts for
the purpose of managing exchange rate risks. The Fund may purchase or
engage in indexed securities, illiquid investments, loans and other direct
debt instruments, options and futures contracts, repurchase agreements and
securities loans, restricted securities, reverse repurchase agreements,
swap agreements, and warrants.
The Fund may make substantial temporary investments in high-quality debt
securities and money market instruments, including commercial paper,
obligations of banks or the U.S. government and repurchase agreements for
defensive purposes when, in FMR's judgment, economic or market conditions
warrant.
FIDELITY ADVISOR GLOBAL RESOURCES FUND seeks long-term growth of capital
and protection of the purchasing power of shareholders' capital by
investing primarily in securities of foreign and domestic companies that
own or develop natural resources, or supply goods and services to such
companies, or in physical commodities. Natural resources include precious
metals, ferrous and nonferrous metals, strategic metals, hydrocarbons,
chemicals, forest products, real estate, food products, and other basic
commodities which, historically, have been produced and marketed profitably
during periods of significant inflation.
Under normal circumstances, the Fund will invest at least 65% of its total
assets in securities of foreign and domestic companies that own or develop
natural resources, or supply goods and services to such companies, or in
physical commodities. The remain der of the Fund may be invested in
other investments including debt securities of any kind including
asset-backed securities, obligations of foreign governments or their
political subdivisions, foreign companies and supranational organizations,
and common and preferred stocks of corporations not necessarily engaged in
natural resources. FMR will seek securities that are priced relative to the
intrinsic value of the relevant natural resource or that are issued
by companies which are positioned to benefit during particular portions
of the economic cycle. Accordingly, the Fund may shift its emphasis from
one natural resource industry to another depending upon prevailing trends
or developments. For example, when FMR anticipates significant economic,
political or financial pressures or major dislocations in the foreign
currency exchange markets, the Fund may, in seeking to protect the
purchasing power of shareholders' capital, invest a substantial portion of
its assets in companies that explore for, extract, process , or deal
in precious metals, and/or invest in precious metals themselves. The
Fund expects to invest a majority of its assets to be invested in
securities of companies that have their principal business activities in at
least three different countries (including the U.S. ).
A company will be deemed to have substantial ownership of, or activities
in, natural resources if, at the time of the Fund's acquisition of its
securities, at least 50% of the company's assets are involved in, either
directly or through subsidiaries, exploring, mining, refining, processing,
transporting, fabricating, dealing in , or owning natural resources.
Natural resources include precious metals (such as gold, palladium,
platinum and silver), ferrous and nonferrous metals (such as iron, aluminum
and copper), strategic metals (such as uranium and titanium), hydrocarbons
(such as coal, oil and natural gases), chemicals, forest products, real
estate, food products and other basic commodities which, historically, have
been produced and marketed profitably during periods of rising inflation.
The Fund may purchase foreign securities of all types without limitation
and may enter into forward foreign currency exchange contracts for the
purpose of managing exchange rate risks. The Fund may invest in
lower-quality, high-yielding debt securities (commonly referred to as "junk
bonds''), rated as low as CCC by Standard & Poor's Corporation
(S&P) or Caa by Moody's Investors Service, Inc. (Moody's). The Fund
does not currently intend to invest more than 5% of its net assets in
debt securities rated below BBB or Bbb . Debt securities
ordinarily will make up a relatively small portion of the Fund's
assets.
The Fund may purchase ADRs and EDRs. The Fund may purchase indexed
securities, illiquid investments, loans and other direct debt instruments,
repurchase agreements and securities loans, restricted securities, and
warrants. The Fund may also purchase securities on a delayed-delivery
basis.
As a fundamental policy, the Fund is authorized to invest up to 50% of its
assets in physical commodities. In order to permit the sale of the Fund's
shares in certain states, the Fund has adopted a non-fundamental
policy of limiting investments in physical commodities to precious metals
(i.e., gold, palladium, platinum and silver) and to not more than 25% of
the Fund's total assets. Investments in other types of physical commodities
could present concerns, including practical problems of delivery, storage
and maintenance, possible illiquidity, the unavailability of accurate
market valuations and increased expenses. When a precious metal is
purchased, FMR currently intends that it will be only in a form that is
readily marketable and that it will be delivered to and stored with a
qualified U.S. bank. Investments in bullion earn no investment income and
may involve higher custody and transaction costs than investments in
securities. The Fund may receive no more than 10% of its yearly income from
gains resulting from selling metals or any other physical commodity. The
Fund may be required, therefore, either to hold its metals or sell them at
a loss, or to sell its portfolio securities at a gain, when it would not
otherwise do so for investment reasons. Precious metals, at times, have
been subject to substantial price fluctuations over short periods of time
and may be affected by unpredictable international monetary and political
policies such as currency devaluations or revaluations, economic and social
conditions within a country, trade imbalances, or trade or currency
restrictions between countries.
Since the Fund may invest in physical commodities and utilize investment
techniques which are subject to market fluctuations and/or foreign
market risk, an investment in the Fund may be considered more speculative
than an investment in other funds that seek capital growth. The value of
equity securities of natural resource companies will fluctuate pursuant to
market conditions generally, as well as the market for the particular
natural resource in which the issuer is involved. In addition, the values
of natural resources are subject to numerous factors, including nature and
international politics.
During periods when, in FMR's opinion, a temporary defensive posture in the
market is appropriate, the Fund may invest without limitation in cash or
high-quality money market instruments including, but not limited to,
certificates of deposit, commercial paper and obligations issued by the
U.S. government or any of its agencies or instrumentalities.
FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by
investing primarily in securities of companies believed by FMR to involve a
"special situation." 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.
As a non-fundamental policy, the Fund normally will invest at least 65% of
its assets in companies involving a special situation. A special situation
may involve one or more of the following characteristics:
(bullet) A technological advance or discovery, the offering of a new or
unique product or service, or changes in consumer demand or consumption
forecasts.
(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.
(bullet) New or changed management, or material changes in management
policies or corporate structure.
(bullet) Significant economic or political occurrences abroad, including
changes in foreign or domestic import and tax laws or other regulations.
(bullet) Other events, including natural disasters, favorable litigation
settlements, or a major change in demographic patterns.
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. As a non-fundamental
investment policy, the Fund may invest in lower-quality, high-yielding debt
securities (commonly referred to as "junk bonds"). The Fund currently
intends to limit its investments in these securities to 35% of its assets.
The Fund also may invest in unrated securities. The Fund may invest
up to 30% of its assets in foreign investments of all types and may enter
into forward foreign currency exchange contracts for the purpose of
managing exchange rate risks. The Fund may purchase or engage in
indexed securities, illiquid instruments, loans and other direct debt
instruments, options and futures contracts, repurchase agreements and
securities loans, restricted securities, swap agreements, warrants, and
zero coupon bonds.
The Fund expects to be fully invested under most market conditions. The
Fund may make substantial temporary investments in high - quality debt
securities for defensive purposes when, in FMR's judgment, a more
conservative approach to investment is desirable.
An investment in the Fund may be considered more speculative than an
investment in other funds that seek capital appreciation. There are greater
risks involved in investing in securities of smaller companies rather than
companies operating according to established patterns and having longer
operating histories. The Fund may invest in securities in which other
investors have not shown significant interest or confidence, and
which are subject to stock market fluctuations. Larger well-established
companies experiencing a special situation may involve, to a certain
extent, breaks with past experience, which may pose greater risks. There
are also greater risks involved in investing in securities of companies
that are not currently favored by the public but show potential for capital
appreciation.
FIDELITY ADVISOR EQUITY PORTFOLIO INCOME seeks to obtain reasonable income
from a portfolio consisting primarily of income-producing equity
securities. The 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
reasonable income, in managing its portfolio, the Fund will consider the
potential for achieving capital appreciation.
It is the policy of the Fund that at least 65% of its total assets normally
will be invested in income-producing equity securities. For purposes of
this policy, equity securities are defined as common stocks and preferred
stocks.
The balance of the Fund will tend to be invested in debt obligations, a
high percentage of which are expected to be convertible into common stocks.
As a non-fundamental policy, the Fund may invest in lower-quality
high-yielding debt securities (commonly referred to as "junk bonds"),
although it currently intends to limit its investments in these securities
to 35% of its assets. However, the Fund does not intend to invest in
securities of companies without proven earnings and/or credit histories.
The Fund may purchase and sell stock index futures and options to manage
cash flow and to attempt to remain fully invested instead of, or in
addition to, buying and selling stocks. Additionally, the Fund may
purchase or engage in foreign investments, indexed securities,
illiquid investments, loans and other direct debt instruments, repurchase
agreements and securities loans, restricted securities, short sales, swap
agreements, and warrants.
Because of the income considerations, investors should not expect capital
appreciation comparable to the appreciation which could be achieved by
funds whose primary objective is capital appreciation. While the investment
portfolio will not mirror the stocks in the S&P 500 (such a fund is
commonly referred to as an index fund), the yield on the overall investment
portfolio 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.
The Fund may make temporary investments in securities such as
investment-grade bonds or short-term notes for defensive purposes .
FIDELITY ADVISOR INCOME & GROWTH 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.
The Fund will invest in equity securities, convertible securities,
preferred and common stocks paying any combination of dividends and capital
gains and in fixed-income securities. The Fund also may buy securities that
are not providing dividends but offer prospects for growth of
capital or future income. The proportion of the Fund's assets invested in
each type of security will vary from time to time in accordance with FMR's
assessment of economic conditions.
In selecting securities for the Fund, FMR will consider such factors as the
company's financial strength, its outlook for increased dividend or
interest payments (defined herein as "growth of income") and capital gains.
In addition, industry factors and overall economic conditions may be
considered. The Fund may invest in equity securities of some smaller, more
rapidly growing companies. Investing in smaller, less well-known companies,
especially those that have a narrow product line or are thinly traded,
often involves greater risk than investing in established companies with
proven track records. In selecting fixed-income securities for the Fund
( such as bonds, notes, mortgage securities, convertible securities,
and short-term obligations such as bankers' acceptances, certificates of
deposit, and commercial paper), FMR will consider several factors,
including maturity, quality and expected yield.
The Fund may invest in lower-quality high-yielding debt securities
(commonly referred to as "junk bonds"). The Fund currently intends to limit
its investments in these securities to 35% of its assets. The Fund also may
invest in foreign investments, currency exchange
contracts , indexed securities, illiquid instruments, loans and other
direct debt instruments, options and futures contracts, repurchase
agreements and securities loans, restricted securities, swap agreements,
warrants, and zero coupon bonds. The Fund may, for temporary defensive
purposes, invest without limit in short-term securities.
FIXED-INCOME FUNDS . Fixed -I ncome Funds invest primarily in
debt securities (e.g., bonds, debentures, notes and similar obligations).
The share value of fixed-income funds ten d to move inversely
with changes in prevailing interest rates. Shorter-term bonds are less
sensitive to interest rate changes, but longer-term bonds generally offer
higher yields. It also is important to note that high-yielding,
lower - quality bonds involve greater risks, because there is a
greater possibility of a financial reversal affecting the issuer's ability
to pay interest and principal on time. Share value and yield are not
guaranteed and will fluctuate based on credit quality and changes in
interest rates.
FIDELITY ADVISOR 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.
As a non-fundamental policy, t he Fund normally will invest at least
65% of its assets in high-yielding, income producing debt securities and
preferred stocks, including convertible and zero coupon securities. The
Fund may invest all or a substantial portion of its assets in lower-quality
debt securities (commonly referred to as "junk bonds"). Please refer to
"The Risks of Lower-Quality Debt Securities". In addition, the Fund also
may invest in government securities, securities of any state or any
of their subdivisions, agencies or instrumentalities , and
securities of foreign issuers, including securities of foreign governments.
The Fund may invest up to 35% of its assets in equity securities, including
common stocks, warrants and rights.
Debt instruments include securities such as bonds, notes, convertible
bonds, and mortgage-backed or asset-backed securities; commercial paper and
other money market instruments, including repurchase agreements; and loans,
trade claims, and similar instruments representing indebtedness of a
corporate borrower. These instruments may provide for interest payments in
cash or in kind, may pay no interest, or may be in default, and may have
warrants attached or otherwise include rights to purchase common stocks.
The Fund may purchase debt instruments in public offerings or through
private placements. The Fund has no specific limitations on the maturity or
credit ratings of the debt instruments in which it invests.
The Fund may enter into forward foreign currency contracts and may purchase
or engage in foreign investments, indexed securities, illiquid
investments, loans and other direct debt instruments, options and futures
contracts, repurchase agreements and securities loans, restricted
securities, reverse repurchase agreements, and swap agreements.
RISKS OF LOWER-QUALITY TAXABLE DEBT SECURITIES
Lower-quality debt securities usually are defined as securities rated Ba or
lower by Moody's or BB or lower by S&P. Lower-rated debt securities are
considered speculative and involve greater risk of loss than higher-rated
debt securities , and are more sensitive to changes in the issuer's
capacity to pay. This is an aggressive approach to income investing.
The 1980s saw a dramatic increase in the use of lower-rated debt securities
to finance highly leveraged corporate acquisitions and restructurings. Past
experience may not provide an accurate indication of the future performance
of lower-rated debt securities, especially during periods of economic
recession. In fact, from 1989 to 1991, the percentage of lower-rated debt
securities that defaulted rose significantly above prior levels, although
the default rate decreased in 1992.
Lower-rated debt securities may be thinly traded, which can adversely
affect the prices at which these securities can be sold and can
result in high transaction costs. If market quotations are not
available, lower-rated debt securities will be valued in accordance
with standards set by the Board of Trustees, including the use of outside
pricing services. Judgment plays a greater role in valuing lower-rated debt
securities than securities for which more extensive quotations and last
sale information are available. Adverse publicity and changing investor
perceptions may affect the ability of outside pricing services to value
lower-rated debt securities, and the Fund's ability to dispose of
these securities.
The market prices of lower-rated debt securities may decline significantly
in periods of general economic difficulty, which may follow periods of
rising interest rates. During an economic downturn or a prolonged period of
rising interest rates, the ability of issuers of lower-rated debt to
service their payment obligations, meet projected goals, or obtain
additional financing may be impaired.
The Fund may choose, at its own expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it
determines this to be in the interest of Fund shareholders.
The considerations discussed above for lower-rated debt securities also
apply to lower - quality, unrated debt instruments of all
types, including loans and other direct indebtedness of businesses with
poor credit standing. Unrated debt instruments are not necessarily of
lower - quality than rated securities, but they may not be attractive
to as many buyers. The Fund relies more on FMR's credit analysis when
investing in debt instruments that are unrated. Please refer to
page s 31 and 32 for a discussion of Moody's and S&P
ratings.
FIDELITY ADVISOR LIMITED TERM BOND FUND seeks to provide a high rate
of income through investment in high- and upper-medium grade fixed-income
obligations, as follows:
(I) Corporate obligations which are rated AAA, AA, or A by S&P, or Aaa,
Aa, or A by Moody's;
(II) Obligations issued or guaranteed as to interest and principal by the
government of the U.S. , or any agency or instrumentality thereof;
(III) Obligations (including certificates of deposit and bankers'
acceptances) of U.S. banks which at the date of investment have capital
gains, surplus, and undivided profits (as of the date of their most
recently published annual financial statements) in excess of $100,000,000;
(IV) Commercial paper which at the date of investment is rated A-1 or A-2
by S&P or Prime-1 or Prime-2 by Moody's or, if not rated, is issued by
companies which at the date of investment have an outstanding debt issue
rated AAA, AA, or A by S&P or Aaa, Aa, or A by Moody's; and
(V) Such other fixed-income instruments as the Board of Trustees, in its
judgment, deems to be of comparable quality to those enumerated above.
Instruments in which the Fund may invest include asset-backed
securities , collateralized mortgage obligations, convertible
securities , loans and other direct debt instruments,
mortgage - backed securities , and zero coupon securities.
FMR's standards for determining high- and upper-medium grades are
essentially the same as those described by S&P and Moody's as
characteristic of their ratings of A and above. Such instruments have
strong protection of principal and interest payments. In addition to
reliance on S&P's or Moody's ratings, FMR also performs its own credit
analysis. The Fund also may invest in unrated instruments, and may at times
purchase instruments rated below A if FMR judges them to be of comparable
quality to those rated A or better. Currently, the Fund does not intend to
invest in debt obligations rated below BBB. Investment-grade bonds are
generally of medium to high quality. Those rated in the lower end of the
category (Baa/BBB), however, may possess speculative characteristics and
may be more sensitive to economic changes and changes in the financial
condition of issues.
In addition, the Fund may seek capital appreciation when consistent with
its primary objective. In seeking capital appreciation, FMR will select
securities for the Fund based on its judgment as to economic and market
conditions and the prospects for interest rate changes.
The Fund may purchase or engage in foreign investments, indexed
securities, illiquid investments, loans and other direct debt instruments,
options and futures contracts, repurchase agreements and securities loans,
restricted securities, and swap agreements. The Fund also may engage in
reverse repurchase agreements for temporary or emergency purposes and not
for investment purposes.
The Fund will maintain a dollar-weighted average maturity of 10 years or
less . As of November 30, 1993 , its average maturity was
8.12 years. Based on FMR's assessment of interest rate trends,
generally, the average maturity will be shortened when interest rates are
expected to rise and lengthened up to 10 years when interest rates are
expected to decline.
FIDELITY ADVISOR 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. Under normal
circumstances, as a non-fundamental policy at least 65% of the
Fund's assets will be invested in government securities.
The Fund invests primarily in obligations issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities (U.S. government
securities), including U.S. Treasury bonds, notes and bills, Government
National Mortgage Association mortgage-backed pass-through certificates
(Ginnie Maes) and mortgage-backed securities issued by the Federal National
Mortgage Association (Fannie Maes) or the Federal Home Loan Mortgage
Corporation (Freddie Macs). The U.S. government securities the Fund invests
in may or may not be fully backed by the U.S. government. The Fund may
enter into repurchase agreements involving any securities in which it may
invest and also may enter into reverse repurchase agreements. The Fund
considers "government securities" to include U.S. government securities
subject to repurchase agreements. The Fund is not restricted as to the
percentage of its assets that may be invested in any one type of U.S.
government security. The Fund may for temporary defensive purposes invest
without limit in U.S. government securities having a maturity of 365 days
or less. The Fund may invest in delayed - delivery transactions,
options and futures contracts, indexed securities, swap agreements and zero
coupon bonds. In seeking current income, the Fund also may consider the
potential for capital gain.
FIDELITY ADVISOR SHORT FIXED-INCOME FUND seeks to obtain a high level of
current income, consistent with preservation of capital, by investing
primarily in a broad range of investment-grade fixed-income securities.
Under normal conditions, at least 65% of the Fund's total assets will be
invested in fixed - income securities. Where consistent with its
investment objective, the Fund will take advantage of opportunities to
realize capital appreciation.
The Fund normally will invest primarily in investment-grade fixed-income
securities of all types. Investment-grade fixed-income securities are
considered to be securities rated Baa or higher by Moody's or BBB or higher
by S&P, and unrated securities that are of equivalent quality in FMR's
opinion. The Fund may invest in lower-quality, high-yielding securities
(commonly referred to as "junk bonds"), as long as they are consistent with
the Fund's objective of obtaining a high level of current income consistent
with the preservation of capital. The Fund currently intends to limit its
investments in these securities to 35% of its assets. As a non-fundamental
policy, the Fund does not currently expect to invest in securities rated
lower than B by S&P or Moody's.
Fixed-income securities may include, in any proportion, bonds, notes, U.S.
government and government agency obligations, mortgage-related and
asset-backed securities, zero coupon securities, foreign securities,
indexed securities and convertible securities, and short-term obligations
such as certificates of deposit, repurchase agreements, bankers'
acceptances and commercial paper. The Fund also may purchase or engage
in illiquid investments, loans and other direct debt instruments,
options and futures contracts, restricted securities, and swap agreements.
In making investment decisions for the Fund, FMR will consider many factors
other than current yield, including the preservation of capital, the
potential for realizing capital appreciation, maturity and yield to
maturity. FMR will adjust the Fund's investments in particular securities
or in types of debt securities in response to its appraisal of changing
economic conditions and trends. FMR may sell securities in anticipation of
a market decline or purchase securities in anticipation of a market rise.
In addition, FMR may sell one security and purchase another security of
comparable quality and maturity to take advantage of what FMR believes to
be short-term differentials in market values or yield disparities. The Fund
may invest a portion of its assets in securities issued by foreign
companies and foreign governments, which may be less liquid or more
volatile than domestic investments. The Fund's investments, other than
those backed by the U.S. government, are subject to the ability of the
issuer to make payment at maturity.
The Fund will maintain a dollar-weighted maturity of three years or less.
The Fund may hold individual securities with remaining maturities of more
than three years, as long as the Fund's average maturity is three years or
less.
MUNICIPAL/TAX-EXEMPT FUNDS . Tax-exempt funds invest primarily in
municipal securities which are issued by state and local governments and
their agencies to raise money for various public purposes, including
general purpose financing for state and local governments as well as
financing for specific projects or public facilities. Municipal securities
may be backed by the full taxing power of a municipality or by the revenues
from a specific project or the credit of a private organization. Some
municipal securities are insured by private insurance companies, while
others may be supported by letters of credit furnished by domestic or
foreign banks. FMR monitors the financial condition of parties (including
insurance companies, banks, and corporations) whose creditworthiness is
relied upon in determining the credit quality of securities the Funds may
purchase.
Yields on municipal bonds, and therefore the yield of High Income Municipal
and Limited Term Tax-Exempt , depend on factors such as general
market conditions, interest rates, the size of a particular
offering, the maturities of the obligations and the quality of the issues.
The ability of the Funds to achieve their investment objectives is also
dependent on the continuing ability of the issuers of the municipal
obligations in which the Funds invest to meet their obligations for the
payment of interest and principal when due.
Bonds generally are considered to be interest rate sensitive, which means
that their values move inversely to interest rates. Long-term municipals
generally are more exposed to market fluctuations resulting from changes in
interest rates than are short-term municipals.
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 the Fund's ability to dispose of lower-rated bonds. The outside pricing
services are consistently monitored to assure that securities are valued by
a method that the Board believes accurately reflects fair value. The impact
of changing investor perceptions may be especially pronounced in markets
where municipal securities are thinly traded.
The Funds' investments in municipal securities may include fixed, variable,
or floating rate general obligation and revenue bonds (including municipal
lease obligations and resource recovery bonds); zero coupon and
asset-backed securities; inverse floaters; tax, revenue, or bond
anticipation notes; and tax-exempt commercial paper. The Funds may buy or
sell securities on a when-issued or delayed-delivery basis (including
refunding contracts), and may purchase restricted securities. The Funds may
also buy and sell options and futures contracts.
Municipal obligations, including industrial development revenue
bonds, are issued by or on behalf of states, territories, and possessions
of the U.S. and the District of Columbia and their political
subdivisions, agencies, and instrumentalities.
Each Fund may from time to time invest more than 25% of its
total assets in securities whose revenue sources are
from similar types of projects (e.g., education, electric utilities,
health care, housing, transportation, or water, sewer and gas utilities) or
whose issuers share the same geographic location. As a result, a Fund may
be more susceptible to a single economic, political or regulatory
development than would a portfolio of bonds with a greater variety of
issuers. These developments include proposed legislation or pending court
decisions affecting the financing of such projects and market factors
affecting the demand for their services or products.
FIDELITY ADVISOR HIGH INCOME MUNICIPAL FUND seeks to provide a high current
yield by investing in a diversified portfolio of municipal obligations. It
is the policy of the Fund that under normal conditions at least 80% of its
net assets will be invested in municipal obligations whose interest is not
included in gross income for purposes of calculating federal income tax.
Interest from all or a portion of the Fund's municipal bonds may be a "tax
preference" item for some shareholders in determining their federal
alternative minimum tax. Stability and growth of principal also will be
considered when choosing securities.
Interest on some "private activity" municipal obligations is subject to the
federal alternative minimum tax AMT bonds. AMT bonds are municipal
obligations that benefit a private or industrial user or finance a
private facility. The Fund reserves the right to invest up to 100% of its
assets in AMT bonds.
The Fund may invest in municipal obligations which are rated in the medium
and lower rating categories of NRSROs (such as obligations rated Caa
by Moody's or CCC by S&P) or which are unrated, but judged by FMR,
pursuant to procedures established by the Board of Trustees, to meet the
quality standards of the Fund. Municipal obligations which are in the
medium and lower rating categories or which are unrated generally offer a
higher current yield than those offered by municipal obligations which are
in the higher rating categories. Since available yields and the yield
differential between higher and lower-rated obligations vary over time, no
specific level of income or yield differential can be assured. Lower-rated
bonds (those rated Ba/BB or lower) involve greater risk, including risk of
default.
The Fund also may purchase tax-exempt instruments that become available in
the future as long as FMR believes that their quality is equivalent to
those rated Caa or CCC or better by Moody's or S&P, respectively.
The Fund's yield depends in part on the quality of its investments.
Obligations rated investment grade or better (Baa/BBB or higher) generally
are of medium to high quality. These securities typically have moderate to
poor protection of principal and interest payments and have speculative
characteristics.
Unrated obligations may be either investment grade or lower quality, but
usually are not attractive to as many buyers. The Fund relies heavily on
FMR's credit analysis when purchasing unrated or lower-rated bonds.
While lower-rated bonds traditionally have been less sensitive to interest
rate changes than higher-rated investments, as with all bonds, the prices
of lower-rated bonds will be affected by interest rate changes. Economic
changes may affect lower-rated securities differently than other
securities. Lower-rated municipal bonds may be more sensitive to adverse
economic changes (including recession) in specific regions or localities or
among specific types of issuers. During an economic downturn or a prolonged
period of rising interest rates, issuers of lower-rated debt may have
problems servicing their debt, meeting projected revenue goals, or
obtaining additional financing. Periods of economic uncertainty and
interest rate changes may cause market price volatility for lower-rated
bonds and corresponding volatility in the Fund's share price.
During periods when, in FMR's opinion, a temporary defensive posture in the
market is appropriate, the Fund may invest without limitation in cash or in
obligations whose interest payments may be federally taxable. Taxable
obligations include, but are not limited to, certificates of deposit,
commercial paper, obligations issued by the U.S. government or any of its
agencies or instrumentalities, and repurchase agreements.
The Fund may purchase long-term municipals with maturities of 20 years or
more, which generally produce higher yields than short-term
municipals. The Fund also may purchase short-term municipal obligations in
order to provide for short-term capital needs. The average maturity of the
Fund is currently expected to be greater than 20 years. Since the Fund's
objective is to provide a high current yield, the Fund will purchase
municipals with an emphasis on income. FMR may vary the Fund's average
maturity depending on anticipated market conditions. Generally, the average
maturity will be shortened when interest rates are expected to rise and
lengthened when rates are expected to decline.
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND seeks the highest level of
income exempt from federal income taxes that can be obtained consistent
with the preservation of capital, from a diversified portfolio of high
quality or upper-medium quality municipal obligations. Under normal
conditions, at least 80% of the Fund's annual income will be exempt from
federal income taxes and at least 80% of the Fund's net assets will be
invested in obligations having remaining maturities of 15 years or less.
The Fund will maintain a dollar-weighted average maturity of 10 years or
less.
The Fund will invest in municipal obligations which, in the judgment of
FMR, are high quality or at least upper-medium quality. The Fund's
standards for high quality and upper-medium quality obligations are
essentially the same as those described by Moody's in rating municipal
obligations within its three highest ratings of Aaa, Aa, and A and as those
described by S&P in rating such obligations within its three highest
ratings of AAA, AA and A. As a non-fundamental policy, the Fund will not
purchase a security rated by Moody's or S&P unless it has received at
least an A rating from either rating service.
The Fund may invest up to 20% of its total assets in municipal obligations
which are unrated by Moody's or S&P if, in the judgment of FMR, such
municipal obligations meet the standards of quality as set forth above.
Unrated bonds are not necessarily of lower quality and may have higher
yields than rated bonds, but the market for rated bonds is usually broader.
The Fund may engage in delayed delivery transactions and may purchase
restricted securities. The Fund also may purchase and sell futures
contracts and may purchase and write put and call options. The Fund may use
futures contracts and options to hedge a portion of its investments against
changes in value, or as an alternative to purchasing or selling actual
securities.
The Fund may invest up to 25% of its total assets in a single issuer's
securities. The Fund may invest any portion of its assets in industrial
revenue bonds (IRBs) backed by private issuers, and may invest up to 25% of
its total assets in IRBs related to a single industry.
The Fund currently does not intend to invest in taxable obligations;
however, consistent with that portion of its investment objective concerned
with the preservation of capital, from time to time the Fund may invest a
portion (normally not to exceed 20%) of its net assets on a temporary basis
in fixed-income obligations whose interest is subject to federal income
tax. These taxable obligations may include repurchase agreements. The
Fund does not currently intend to invest in AMT bonds.
INVESTMENT LIMITATIONS
Each Fund has adopted the following investment limitations designed to
reduce investment risk. The policies and limitations discussed below, and
in the Appendix beginning on page , are considered at the time of purchase.
With the exception of each Fund's borrowing policy, the sale of portfolio
securities is not required in the event of a subsequent change in
circumstances.
DIVERSIFICATION: These limitations do not apply to U.S. government
securities and are fundamental.
(bullet) Equity Portfolio Growth and Strategic Opportunities each may not
purchase a security if, as a result, more than 5% of its total assets would
be invested in the securities of any issuer;
(bullet) With respect to 75% of its total assets, each other
Fund may not purchase a security if, as a result, more than 5% of its total
assets would be invested in the securities of any issuer.
(bullet) Each Fund may not purchase a security if, as a result, it
would hold more than 10% of the outstanding voting securities of any issuer
(except that Overseas, Growth Opportunities, Equity Portfolio Income,
Income & Growth, High Yield, Government Investment, and Short
Fixed-Income each may invest up to 25% of its total assets without
regard to this limitation).
(bullet) Limited Term Tax-Exempt may not purchase the securities of any
issuer if, as a result, more than 25% of its total assets would be invested
in industrial development bonds whose issuers are in any one industry.
(bullet) E ach other Fund may not purchase the securities of
any issuer 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.
BORROWING: The following limitations are fundamental.
(bullet) Each fund may borrow money for temporary or emergency
purposes, in an amount not exceeding 33 1/3% of the value of its total
assets;
(bullet) Strategic Opportunities , Limited Term Bond, Income &
Growth and Limited Term Tax-Exempt may not purchase any security while
borrowings representing more than 5% of its total assets are outstanding.
(bullet) Growth Opportunities, Income & Growth, Government
Investment Short Fixed Income and High Income Municipal may not
purchase any security while borrowings representing more than 5% of its net
assets are outstanding.
The following limitations are non-fundamental.
(bullet) Growth Opportunities and Income & Growth , may
not purchase any security while borrowings representing more than 5% of its
net assets are outstanding.
(bullet) Each other fund may not purchase any security while
borrowings representing more than 5% of its total assets are outstanding.
(bullet) Each Fund may borrow money from banks or from other
funds advised by FMR, or by engaging in reverse repurchase agreements.
LENDING: Percentage limitations are fundamental.
(bullet) High Income Municipal and Limited Term Tax-Exempt do not
currently intend to engage in repurchase agreements or make loans (but this
limitation does not apply to purchases of debt securities).
(bullet) Each f und (a) may lend securities to a broker-dealer or
institution when the loan is fully collateralized; and (b) may lend money
to a mutual fund advised by FMR or an affiliate. Each Fund will limit loans
in the aggregate to 33 1/3% of its total assets.
Each Fund has received permission from the SEC to lend money to and
borrow money from other funds advised by FMR or its affiliates, High Income
Municipal and Limited Term Tax-Exempt will participate only as
borrowers . If a Fund borrows money, its share price may be subject to
greater fluctuation until the borrowing is paid off. To this extent,
purchasing securities when borrowings are outstanding may involve an
element of leverage.
As a non-fundamental policy, each Fund may not purchase a security, if
as a result, more than 15% (Overseas and High Yield) or 10% (all others) of
its assets would be invested in illiquid investments.
FEES
20.MANAGEMENT AND OTHER SERVICES. For managing its investments and business
affairs, each Fund pays a monthly fee to FMR.
Each Fund (with the exception of Equity Portfolio Income, see below) pays a
monthly fee to FMR based on a basic fee rate, which is the sum of two
components:
1. A group fee rate based on the monthly average net assets of all of the
mutual funds advised by FMR. This rate for Equity Funds cannot rise above
.52% and it drops (to as low as a marginal rate of .31%*) as total assets
in all of these funds rise. The effective E quity F und group
fee rate for September 1993, October 1993 and November 1993 was
.3262 %, .3254 % and .3250 %, respectively. The group fee
rate for Fixed-Income Funds cannot rise above .37% and it drops (to as low
as a marginal rate of .15%*) as total assets in all of these funds rise.
The effective F ixed- I ncome group fee rate for October 1993
and November 1993 was .1631 % and .1627 %, respectively.
2. An individual fund fee rate, which varies for each Fund.
* FMR VOLUNTARILY AGREED TO ADOPT REVISED GROUP FEE RATE SCHEDULES WHICH
PROVIDE FOR A MARGINAL RATE AS LOW AS .285% (EQUITY FUNDS) AND .1325%
(FIXED-INCOME FUNDS) WHEN AVERAGE GROUP NET ASSETS EXCEED $336 BILLION. A
NEW MANAGEMENT CONTRACT WITH A REVISED GROUP FEE RATE SCHEDULE WILL BE
PRESENTED FOR APPROVAL AT EACH FUND'S NEXT SHAREHOLDER MEETING.
One-twelfth of the annual management fee rate is applied to each Fund's net
assets averaged over the most recent month, giving a dollar amount which is
the management fee for that month.
Equity Portfolio Income pays FMR a monthly management fee at an annual rate
of .50% of its average net assets.
The following are the individual fund fee rates and total management
fee s for each Fund 's most recent fiscal year end.
TOTAL
MANAGEMENT FEE
INDIVIDUAL (AS A PERCENT OF AVERAGE
FUND FEE RATE NET ASSETS)
(AS A PERCENTAGE OF BEFORE REIMBURSEMENTS,
AVERAGE NET ASSETS) IF ANY
EQUITY FUNDS:
Overseas 0.45% 0. 77 %(dagger)
Equity Portfolio Growth 0.33% 0. 66 %
Growth Opportunities 0.30% 0. 68 %
Global Resources 0.45% 0. 77 % (dagger)
Strategic Opportunities 0.30% 0. 54 %
Equity Portfolio Income .NA 0. 50 %
Income & Growth 0.20% 0. 53 %
FIXED - INCOME FUNDS:
High Yield 0.45% 0. 51 %
Limited Term Bond 0.25% 0. 42 %
Government Investment 0.30% 0. 46 %
Short Fixed-Income 0.30% 0. 47 %

MUNICIPAL/TAX-EXEMPT FUNDS:
High Income Municipal Fund 0.25% 0. 42 %
Limited Term Tax-Exempt Fund 0.25% 0. 42 %
(dagger) TOTAL MANAGEMENT FEES ARE HIGHER THAN THOSE CHARGED BY MOST
MUTUAL FUNDS, BUT NOT NECESSARILY HIGHER THAN THOSE OF A TYPICAL
INTERNATIONAL FUND, DUE TO THE GREATER COMPLEXITY, EXPENSE AND COMMITMENT
OF RESOURCES INVOLVED IN INTERNATIONAL INVESTING.
In addition to the basic fee, the management fee s for Overseas,
Growth Opportunities, and Strategic Opportunities vary based on
performance. The performance adjustment is added to or subtracted from the
basic fee and is calculated monthly. It is based on a comparison of each
Fund's performance to that of an index, over the most recent 36-month
period. The difference is converted into a dollar amount that is added to
or subtracted from the basic fee. This adjustment rewards FMR when the Fund
outperforms the index and reduces FMR's fee when the Fund underperforms the
index. The maximum annualized performance index adjustment rate for each
Fund is +/- .20%. Overseas compares itself to the Morgan Stanley Capital
International Europe, Australia, Far East Index. (Prior to December 1,
1992, Overseas Fund's performance adjustment was based on a comparison with
the Morgan Stanley Capital International Europe Index.) Growth
Opportunities and Strategic Opportunities compare themselves to the S&P
500. Investment performance will be measured separately for each class of
Strategic Opportunities, and the lesser of the two results obtained will be
used in calculating the performance adjustment.
FMR may, from time to time, agree to reimburse a Fund for expenses
(excluding interest, taxes, brokerage commissions, and extraordinary
expenses) above a specified percentage of average net assets. FMR retains
the ability to be repaid by a Fund for these expense reimbursements in the
amount that expenses fall below the limit prior to the end of the fiscal
year. Fee reimbursements by FMR will increase a Fund's yield and total
return, and repayment by a Fund will lower its yield and total
return. FMR has voluntarily agreed to reimburse expenses of
Government Investment and Limited Term Tax-Exempt to the
extent that total expenses exceed 0. 60%, and 0.90%,
respectively , of the Fund's average net assets.
FMR has entered into sub-advisory agreements on behalf of certain Funds.
Sub-advisors provide research and investment advice and research services
with respect to companies based outside the U.S. and FMR may
grant sub-advisers investment management authority as well as the authority
to buy and sell securities if FMR believes it would be beneficial to a
Fund.
Overseas, Equity Portfolio Growth, Strategic Opportunities, Equity
Portfolio Income, and High Yield each have entered into sub-advisory
agreements with Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
and Fidelity Management & Research (Far East) Inc. (FMR Far East). FMR
U.K. focuses primarily on companies based in Europe, and FMR Far East
focuses primarily on companies based in Asia and the Pacific Basin. Under
the sub-advisory agreements, FMR, and not the Fund, may pay FMR U.K. and
FMR Far East fees equal to 110% and 105%, respectively, of each
sub-advisor's costs incurred in connection with its sub-advisory agreement.
In addition, Overseas has entered into a sub-advisory agreement with
Fidelity International Investment Advisors (FIIA). FIIA, in turn, has
entered into a sub-advisory agreement with its wholly owned subsidiary
Fidelity International Investment Advisors (U.K.) Limited (FIIAL U.K.).
Currently, FIIAL U.K. focuses on companies other than the U.S. ,
including countries in Europe, Asia, and the Pacific Basin. Under the
sub-advisory agreement, FMR pays FIIA 30% of its monthly management fee
with respect to the average market value of investments held by the Fund
for which FIIA has provided FMR with investment advice. FIIA, in turn, pays
FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs incurred in connection
with providing investment advice and research services.
The Transfer Agent has delegated certain transfer, dividend paying and
shareholder services to Fidelity Investments Institutional Operations
Company (FIIOC), 82 Devonshire Street, Boston, Massachusetts 02109, an
affiliate of FMR. The Transfer Agent reallows to FIIOC a portion of its fee
for accounts for which FIIOC provides limited services, or its full fee for
accounts that FIIOC maintains on its behalf.
The Fund s pay t ransfer a gent fees based on the type,
size and number of accounts in a Fund and the number of monetary
transactions made by shareholders.
The fees for pricing and bookkeeping services are based on a Fund's average
net assets, but must fall within a range of $45,000 to $750,000 per year.
Fidelity Service Co. (Service), 82 Devonshire Street, Boston,
Massachusetts 02109, an affiliate of FMR, calculates each Fund's daily
share price, and maintains its general accounting records (with the
exception of High Income Municipal and Limited Term Tax-Exempt, see below).
For those Funds which can engage in securities lending, Service also
administers its securities lending program. For the most recent fiscal year
ended, each Fund's fees for pricing and bookkeeping services (including
related out-of-pocket expenses) amounted to: $57,711 (Overseas); $234,813
(Equity Portfolio Growth); $513,950 (Growth Opportunities); $45,425 (Global
Resources); $145,494 (Strategic Opportunities); $113,026 (Equity Portfolio
Income); $410,561 (Income & Growth); $121,204 (High Yield); $81,106
(Limited Term Bond); $46,457 (Government Investment); and $143,813 (Short
Fixed-Income).
For High Income Municipal and Limited Term Tax-Exempt, United Missouri
Bank, N.A. (United Missouri), 1010 Grand Avenue, Kansas City, Missouri
64106, acts as the custodian, transfer agent and pricing and
bookkeeping agent. United Missouri has a sub-arrangement with the Transfer
Agent for transfer agent services and a sub-arrangement with Service for
pricing and bookkeeping services. For the most recent fiscal year ended,
fees paid to Service (including related out-of-pocket expenses) amounted to
$ 157,559 (High Income Municipal) and $ 45,724 (Limited Term
Tax-Exempt). All of the fees are paid to the Transfer Agent and Service by
United Missouri, which is reimbursed by the Funds for such payments.
The Fund s' operating expenses include custodial, legal and
accounting fees, charges to register a Trust or Fund with federal and state
regulatory authorities and other miscellaneous expenses. Each Fund's total
operating expenses after reimbursement, if any, as a percent of average net
assets, including the 12b-1 fee (see below), for the most recent fiscal
year ended w ere as follows: 2.38 % (Overseas); 1.84 %
(Equity Portfolio Growth); 1.64 % (Growth Opportunities);
2.62 % (Global Resources); 1.57 % (Strategic Opportunities);
1.77 % (Equity Portfolio Income); 1.51 % (Income & Growth);
1.11 % (High Yield); 1.23 % (Limited Term Bond); .68 %
(Government Investment); .95 % (Short Fixed-Income); .92 %
(High Income Municipal); .90 % (Limited Term Tax-Exempt). If FMR had
not reimbursed certain Funds, total operating expenses for the most recent
fiscal year ended would have been as follows: 1.32% (Government
Investment) and 1.36 % (Limited Term Tax-Exempt).
21.DISTRIBUTION AND SERVICE PLAN S . The Board of Trustees of each
Trust has adopted a Distribution and Service Plan (the Plan s ) on
behalf of each Fund 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 intended primarily
to result in the sale of shares of a Fund except pursuant to the
plan adopted by the Fund under the Rule. The Board s of Trustees
have adopted the Plan s to allow each Fund and FMR to incur
certain expenses that might be considered to constitute direct or indirect
payment by a Fund of distribution expenses.
Under each Plan, each Fund is authorized to pay Distributors a monthly
distribution fee as compensation for its services and expenses in
connection with the distribution of shares of the Fund. The Equity
f unds pay Distributors a distribution fee at an annual rate of each
Fund's average net assets determined as of the close of business on each
day throughout the month. The Board of Trustees for certain Funds has
approved a distribution fee less than the maximum allowed. The fee may be
increased only when, in the opinion of the Trustees, it is in the best
interests of the Fund's shareholders to do so. This distribution fee is
paid by each Fund, not by individual accounts. Overseas, Growth
Opportunities, Global Resources, Strategic Opportunities, and Income &
Growth each pay .65%. Equity Portfolio Growth and Equity Portfolio Income
each pay .65% (the Board can approve a maximum rate of .75%). High Yield,
Limited Term Bond, Government Investment, High Income Municipal and Limited
Term Tax-Exempt each pay .25% (the Board can approve a maximum rate of
.40%). Short Fixed-Income pays .15%.
All or a portion of the distribution fee may be paid by Distributors to
investment professionals as compensation for selling shares of the Funds
and providing ongoing sales support services or for shareholder support
services. The distribution fee is a Fund expense in addition to the
management fee and the Fund's other expenses. Such expenses will reduce the
Fund's net investment income and total return.
The Plan also provides that, through Distributors, FMR may make payments
from its management fee or other resources to investment professionals in
connection with the distribution of Fund shares. Investment professionals
will be compensated with a fee of .25% for if the assets on which
the .25% is paid remain within the Fidelity Advisor Funds for one
uninterrupted year or the investment professional will be required to
refund this fee to Distributors. The fee will not be paid on
purchases through a bank or bank-affiliated broker-dealers that qualify for
a Sales Charge Waiver described on page 12 . FMR may terminate the
program at any time.
Fees paid pursuant to each Fund's Distribution and Service
Plan will be limited by the restrictions imposed by the NASD rule.
The NASD has approved amendments which subject asset based sales charges to
its maximum sales charge rule.
Distributors may pay all or a portion of the applicable sales charge and
distribution and service fee to investment professionals who sell shares of
the Funds. Investment professionals who provide enhanced inquiry, order
entry and sales facilities in connection with transactions in Fund shares
by their clients may receive an administrative fee up to the maximum
applicable sales charge described in "Sales Charge s and Investment
Professional Concessions," on page . In addition, Distributors will,
at its expense, provide promotional incentives such as sales contests and
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.
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 fully defined, in Distributors' opinion it
should not prohibit banks from being paid for shareholder servicing and
recordkeeping. If, because of changes in law or regulation, or because of
new interpretations of existing law, a bank or a Fund were prevented from
continuing these arrangements, it is expected that the Board would make
other arrangements for these services and that shareholders would not
suffer adverse financial consequences. 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.
VALUATION
A Fund's shares are valued at NAV. NAV is determined for shares of each
Fund by adding the value of all security holdings and other assets of the
Fund, deducting liabilities allocated to each class (when appropriate), and
then dividing the result by the proportional number of shares of the Fund
outstanding in a class.
NAV normally is calculated as of the close of business of the NYSE
(normally 4:00 p.m. Eastern time). The Funds are open for business and NAV
is calculated each day the NYSE is open for trading. Fund securities and
other assets are valued primarily on the basis of market quotations
furnished by pricing services, or if quotations are not available, by a
method that the Board of Trustees believes accurately reflects fair value.
Foreign securities are valued based on quotations from the primary market
in which they are traded and are converted from the local currency into
U.S. dollars using current exchange rates.
PERFORMANCE
Each Fund's performance may be quoted in advertising in terms of total
return. All performance information is historical and is not intended to
indicate future performance. Share price and total return fluctuate in
response to market conditions and other factors, and the value of a Fund's
shares when sold may be worth more or less than their original cost.
Excluding a sales charge from a performance calculation produces a higher
total return figure. TOTAL RETURN is the change in value of an investment
in a Fund 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 and
cumulative total returns usually will include the effect of paying a Fund's
maximum sales charge.
The Funds also may quote performance in terms of yield. 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. High
Income Municipal Fund and Limited Term Tax-Exempt Fund may quote a
TAX-EQUIVALENT YIELD, which show s the taxable yield an investor
would have to earn after taxes to equal the Fund's tax -free yield. A
tax-equivalent yield is calculated by dividing a Fund's yield by the result
of one minus a stated federal or state tax rate. Because yield
calculations differ 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, the Funds 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 F und's yield .
For additional performance information, please contact your investment
professional or Distributors for a free A nnual R eport and
SAI .
PORTFOLIO TRANSACTIONS
FMR uses various brokerage firms to carry out each Fund's equity security
transactions Fixed-income securities are generally traded in the
over-the-counter market through broker-dealers. A broker-dealer is a
securities firm or bank which makes a market for securities by offering to
buy at one price and sell at a slightly higher price. The difference is
known as a spread. Foreign securities are normally traded in foreign
countries since the best available market for foreign securities is often
on foreign markets. In transactions on foreign stock exchanges ,
brokers' commissions are generally fixed and are often higher than in
the U.S. , where commissions are negotiated. Since FMR, directly or
through affiliated sub-advisers, places a large number of transactions,
including those of Fidelity's other funds, the Funds pay lower commissions
than those paid by individual investors, and broker-dealers are willing to
work with the Funds on a more favorable spread.
The Funds have authorized FMR to allocate transactions to some
broker-dealers who help distribute the Fund's shares or the shares of
Fidelity's other funds to the extent permitted by law, and on an agency
basis to Fidelity Brokerage Services, Inc. (FBSI) and Fidelity
Brokerage Services Ltd. (FBSL), affiliates of FMR. FMR will make such
allocations if commissions are comparable to those charged by
non-affiliated qualified broker-dealers for similar services.
FMR may also allocate brokerage transactions to a Fund's custodian, acting
as a broker-dealer, or other broker-dealers, so long as transaction quality
is comparable to those of other broker-dealers, where the
broker-dealer will allocate a portion of the commissions paid toward
payment of a Fund's expenses. These expenses currently include transfer
agent fees and custodian fees.
Higher commissions may be paid to those firms that provide research,
valuation and other services to the extent permitted by law. FMR also is
authorized to allocate brokerage transactions to FBSI in order to secure
from FBSI research services produced by third party, independent entities.
FMR may use this research information in managing each Fund's assets, as
well as assets of other clients.
When consistent with its investment objective, each
F ixed- I ncome f und may engage in short-term trading.
Also, a security may be sold and another of comparable quality
simultaneously purchased to take advantage of what FMR believes to be a
temporary disparity in the normal yield relationship of the two securities.
The frequency of portfolio transactions - the turnover rate - will vary
from year to year depending on market conditions. Each Fund's turnover rate
for the most recent fiscal year ended was: 42% (Overseas); 160%
(Equity Portfolio Growth); 69% (Growth Opportunities); 208% (Global
Resources); 183% (Strategic Opportunities); 120 % (Equity Portfolio
Income); 200% (Income & Growth); 79% (High Yield); 59% (Limited Term
Bond); 333 % (Government Investment); 58% (Short Fixed
Income); 27% (High Income Municipal); and 46% Limited Term Tax-Exempt.
Because a high turnover rate increases transaction costs and may increase
taxable capital gains, FMR carefully weighs the anticipated benefits of
short-term investing against these consequences.
THE TRUSTS AND THE FIDELITY ORGANIZATION
Each Trust is an open-end diversified management investment company. Each
Trust was established by a separate Declaration of Trust as a Massachusetts
business trust on each date as follows: June 24, 1983, Fidelity Advisor
Series I; April 24, 1986, Fidelity Advisor Series II; May 17, 1982,
Fidelity Advisor Series III; May 6, 1983, Fidelity Advisor Series
IV ; April 24, 1986, Fidelity Advisor Series V; June 1, 1983,
Fidelity Advisor Series VI; March 21, 1980, Fidelity Advisor Series VII;
and September 23, 1983, Fidelity Advisor Series VIII. Each Trust has its
own Board of Trustees that supervises Fund activities and reviews the
Fund's contractual arrangements with companies that provide the Funds with
services. As Massachusetts business trusts, the Funds are not required to
hold annual shareholder meetings, although special meetings may be called
for a class of shares, a Fund or a Trust as a whole for purposes such as
electing or removing Trustees, changing fundamental investment policies or
limitations or approving a management contract or plan of distribution. As
a shareholder, you receive one vote for each share and fractional votes for
fractional shares of the Fund you own. For shareholders of Equity
Portfolio Income the number of votes you are entitled to is based on the
dollar value of your investment. Separate votes are taken by each class
of shares, or each Fund if a matter affects just that class of shares or
Fund, respectively. There is a remote possibility that one Fund might
become liable for any misstatement in the Prospectus about another Fund.
Each class of shares is offered by separate prospectus.
Fidelity Advisor Equity Portfolio Growth, Fidelity Advisor Equity Portfolio
Income, Fidelity Advisor Limited Term Bond Fund, and Fidelity Advisor
Limited Term Tax-Exempt Fund are each comp o sed of two classes of
shares, one sold to institutional shareholders ("institutional class") and
the other sold to retail shareholders. Both classes of shares of a Fund
share a common investment objective and investment portfolio. Institutional
class share s are offered continuously at NAV to (i) banks and trust
institutions investing for their own accounts or for accounts of their
trust customers, (ii) plan sponsors meeting the ERISA definition of
fiduciary, (iii) government entities or authorities and (iv) corporations
with at least $100 million in annual revenues. The initial and subsequent
investment minimums for institutional class are $100,000 and $2,500,
respectively. The minimum account balance is $40,000. Shares may be
exchanged for shares of certain other Fidelity funds, including
institutional class shares of other Fidelity Advisor Funds. Transfer and
shareholder servicing is performed by FIIOC. For the fiscal year ended
November 30, 1993, total operating expenses as a percent of average net
assets were: .94% (Fidelity Advisor Institutional Equity Portfolio
Growth); .79% (Fidelity Advisor Institutional Equity Portfolio Income) ;
1.23 % (Fidelity Advisor Institutional Limited Term Bond); and
.64 %, after reimbursement (Fidelity Advisor Institutional Limited
Term Tax-Exempt). Because it has lower total expenses, institutional class
will generally have a higher return than the class offered by this
prospectus. The Distribution and Service Plan of institutional class does
not provide for payment of a separate distribution fee; rather the Plan
recognizes that FMR may use its management fee and other resources to pay
expenses for distribution - related activities and may make payments
to investment professionals that provide shareholder support services or
sell shares. Investment professionals currently do not receive compensation
in connection with distribution and/or shareholder servicing of shares
of institutional class . (Investment professionals receive compensation
for selling, or providing shareholder support services to the holders of
the class offered by this P rospectus , see page 11 )
Fidelity Advisor Series VIII is also composed of two classes of
shares, Fidelity Strategic Opportunities Fund and Fidelity Advisor
Strategic Opportunities Fund. Both classes of the Fund share a
common investment objective and investment portfolio. Fidelity Advisor
Strategic Opportunities Fund shares are offered by this Prospectus to
investors who engage an investment professional for investment advice.
Fidelity Strategic Opportunities Fund is available only to existing
shareholders of that class.
Fidelity Investments is one of the largest investment management
organizations in the U.S. and has its principal business address at 82
Devonshire Street, Boston, MA 02109. It includes a number of different
companies that provide a variety of financial services and products. The
Trusts employ various Fidelity companies to perform certain activities
required to operate the Funds.
Fidelity Management & Research Company is the original Fidelity company
founded in 1946. It provides a number of mutual funds and other clients
with investment research and portfolio management services. It maintains a
large staff of experienced investment personnel and a full complement of
related support facilities. As of December 31, 1993 , FMR advised
funds having approximately 15 million shareholder accounts with a
total value of more than $ 225 billion. Fidelity Distributors Corp.
distributes shares for the Fidelity funds.
FMR Corp. is the parent company for the Fidelity companies. Through
ownership of voting common stock, Edward C. Johnson 3d (President and a
Trustee of the T rust), Johnson family members, and various trusts
for the benefit of Johnson family members form a controlling group with
respect to FMR Corp.
Peter J. Allegrini is manager of Advisor High Income
Municipal, which he has managed since February 1992 . Mr. Allegrini
also manages Spartan Connecticut Municipal High Yield , Michigan
Tax-Free High Yield and Ohio Tax-Free High Yield. Mr. Allegrini joined
Fidelity in 1982.
Bettina E. Doulton has been manager of Advisor Equity Portfolio
Income since August 1993, and VIP Equity-Income since July 1993.
Previously, she managed Select Automotive Portfolio and assisted on
Equity-Income Portfolio and Magellan (Registered trademark) . Ms.
Doulton also served as an analyst following the domestic and European
automotive and tire manufacturing industry as well as the gaming and
lodging industry. She joined Fidelity in 1985.
Margaret L. Eagle is vice president and manager of Advisor High
Yield, which she has managed since it began in January 1987. Ms. Eagle also
manages several pension fund accounts. Previously, she managed Spartan High
Income, and High Income (now Capital & Income). She also managed the
bond portion of Puritan (Registered trademark) . Ms. Eagle joined
Fidelity in 1980.
Daniel R. Frank is vice president and manager of Advisor Strategic
Opportunities which he has managed since December 1983. Previously,
he was an assistant to Peter Lynch on Magellan. Mr. Frank joined Fidelity
in 1979.
Michael S. Gray is vice president and manager of Advisor
Limited Term Bond, which he has managed since August 1987. Mr. Gray also
manages Investment Grade Bond, Spartan Investment Grade Bond, and
Intermediate Bond. Mr. Gray joined Fidelity in 1982.
Robert E. Haber is vice president and manager of Advisor
Income & Growth, which he has managed since January 1987. Mr. Haber
also manages Balanced and co-manages Global Balanced. Previously, he
managed Convertible Securities. Mr. Haber joined Fidelity in 1985.
John (Jack) F. Haley Jr. is vice president and manager of
Advisor Limited Term Tax-Exempt, which he has managed since 1985. Mr. Haley
also manages California Tax-Free Insured, California Tax-Free High Yield,
and Spartan California Municipal High Yield. Mr . Haley joined
Fidelity in 1981.
John R. Hickling is manager of Advisor Overseas, which he has managed since
February 1993. Mr. Hickling also manages Japan, Overseas, VIP: Overseas
and International Growth & Income. Previously he managed Emerging
Markets, Europe and Pacific Basin. Mr. Hickling joined Fidelity in
1982.
Curtis Hollingsworth is vice president and manager of Advisor
Government Investment, which he has managed since January 1992. Mr.
Hollingsworth also manages Short-Intermediate Government, Government
Securities, Institutional Short-Intermediate Government, Spartan Limited
Maturity Government Bond, Spartan Long-Term Government Bond and Spartan
Short-Intermediate Government. He joined Fidelity in 1983.
Malcolm W. MacNaught is manager and vice president of Advisor Global
Resources, which he has managed since November 1988. Mr. MacNaught also
manages Select Pre c ious Metals and Minerals and Select American
Gold. Mr. MacNaught joined Fidelity in 1968.
Robert E. Stansky is manager and vice president of Advisor Equity Portfolio
Growth, which he has managed since April 1987. Mr. Stansky also manages
Growth Company. Previously, he managed Emerging Growth and Select Defense
and Aerospace. Mr. Stansky joined Fidelity in 1983.
Donald G. Taylor is manager and vice president of Advisor Short
Fixed - Income, which he has managed since September 1989. Mr.
Taylor also manages Short-Term Bond, Spartan Short-Term Bond, and VIP II:
Investment Grade Bond. In addition, he manages Income Plus for Fidelity
International and serves as an assistant on Asset Manager: Income.
Previously, he managed Corporate Trust, Qualified Dividend, VIP: Zero
Coupon Bond and Utilities Income. Mr. Taylor joined Fidelity in 1986.
George A. Vanderheiden is manager and vice president of Advisor Growth
Opportunities, which he has managed since November 1987. Mr. Vanderheiden
also manages Destiny I and Destiny II. He is a managing director of
FMR Corp. , Leader of the Growth Group , and joined
Fidelity in 1971.
APPENDIX
The following paragraphs provide a brief description of securities in which
the Funds may invest and transactions they may make. Consistent with its
investment objective and policies, each Fund may invest in or engage
in one or more of the following securities transactions . However,
the Funds are not limited by this discussion and may purchase or engage in
one or more of the following securities or transactions. However, the Funds
are not limited by this discussion and may purchase other types of
securities and enter into other types of transactions if they are
consistent with a Fund's investment objective and policies.
DELAYED-DELIVERY TRANSACTIONS. Securities may be bought and sold on
a when-issued or delayed-delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this
way may change before the delivery date which could increase fluctuations
in a Fund's yield. Ordinarily, a Fund will not earn interest on
securities purchased until they are delivered.
FOREIGN INVESTMENTS involve additional risks. Foreign securities and
securities denominated in or indexed to foreign currencies may be affected
by the strength of foreign currencies relative to the U.S. dollar, or by
political or economic developments in foreign countries. Foreign companies
may not be subject to accounting standards or governmental supervision
comparable to U.S. companies, and there may be less public information
about their operations. In addition, foreign markets may be less liquid or
more volatile than U.S. markets, and may offer less protection to investors
such as a Fund. These risks are typically greater for investments in
less developed countries whose governments and financial markets may be
more susceptible to adverse political and economic developments. FMR
considers these factors in making investments for the Funds.
A Fund may enter into currency exchange contracts (agreements
to exchange one currency for another at a future date) to manage currency
risks and to facilitate transactions in foreign securities. Although
currency forward contracts can be used to protect the Fund from adverse
exchange rate changes, they involve a risk of loss if FMR fails to predict
foreign currency values correctly.
ILLIQUID INVESTMENTS. Under the supervision of the Board of Trustees, FMR
determines the liquidity of each Fund's investments. The absence of a
trading market can make it difficult to ascertain a market value for
illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for a Fund to sell them promptly at an acceptable price.
INDEXED SECURITIES. I ndexed securitie s value s
are linked to currencies, interest rates, commodities, indices, or
other financial indicators. Most indexed securities are short to
intermediate term fixed-income securities whose values at maturity or
interest rates rise or fall according to the change in one or more
specified underlying instruments. Indexed securities may be positively or
negatively indexed (i.e., their value may increase or decrease if the
underlying instrument appreciates), and may have return characteristics
similar to direct investments in the underlying instrument or to one or
more options on the underlying instrument. Indexed securities may be more
volatile than the underlying instrument itself.
INTERFUND BORROWING PROGRAM. Interfund loans and borrowings normally
will extend overnight, but can have a maximum duration of seven days. A
Fund will lend through the program only when the returns are
higher than those available at the same time from other short-term
instruments (such as repurchase agreements), and will borrow through the
program only when the costs are equal to or lower than the cost of bank
loans. Each Fund will not lend more than 5% ( E quity
F unds) or 7.5% ( F ixed- I ncome F unds) of its
assets to other funds, and will not borrow through the program if, after
doing so, total outstanding borrowings would exceed 15% of total assets.
Loans may be called on one day's notice, and 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.
LOANS AND OTHER DIRECT DEBT INSTRUMENT S are interests in amounts
owed by a corporate, governmental or other borrower to another party. They
may represent amounts owed 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 involve the risk
of loss in case of default or insolvency of the borrower and may
offer less legal protection to a Fund in the event of fraud or
misrepresentation. In addition, loan participations involve a risk of
insolvency of the lending bank or other financial intermediary. Direct debt
instruments may also include standby financing commitments that obligate
a Fund to supply additional cash to the borrower on demand.
LOWER-QUALITY DEBT SECURITIE S are those rated Ba or lower by Moody's
or BB or lower by S&P that have poor protection against default
in the payment of principal and interest 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-rated debt securities may fluctuate more than
those of higher-rated debt securities, and may decline significantly in
periods of general economic difficulty, which may follow periods of rising
interest rates. See "Debt Obligations" on page .
MORTGAGE-BACKED SECURITIE S are issued by government entities
and non-government entities such as banks, mortgage lenders, or other
financial institutions.
A mortgage-backed security may be 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 ( 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 a 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.
STRIPPED MORTGAGE-BACKED SECURITI ES 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.
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
on 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.
A Fund may purchase units of beneficial interest in pools of
purchase contracts, financing leases, and sales agreements entered into by
municipalities. These municipal obligations may be created when a
municipality enters into an installment purchase contract or lease with a
vendor and may be secured by the assets purchased or leased by the
municipality. However, except in very limited circumstances, there will be
no recourse against the vendor if the municipality stops making payments.
The market for tax-exempt asset-backed securities is still relatively new.
These obligations are likely to involve unscheduled prepayments of
principal.
OPTIONS AND FUTURES CONTRACTS are bought and sold to manage a
Fund's exposure to changing interest rates, security prices, and
currency exchange rates. Some options and futures strategies, including
selling futures, buying puts, and writing calls, tend to hedge a Fund's
investment against price fluctuations. Other strategies, including buying
futures, writing puts, and buying calls, tend to increase market exposure.
Options and futures may be combined with each other or with forward
contracts in order to adjust the risk and return characteristics of the
overall strategy. A Fund may invest in options and futures based on
any type of security, index, or currency, including options and futures
traded on foreign exchanges and options not traded on exchanges.
Options and futures can be volatile investments and involve certain risks.
If FMR applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower a Fund's return. A
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments, or if it could
not close out its positions because of an illiquid secondary market.
Options and futures do not pay interest, but may produce taxable capital
gains.
Each Fund will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions. In
addition each Fund will not buy futures or write puts whose underlying
value exceeds 25% of its total assets, and will not buy calls with a value
exceeding 5% of its total assets .
REAL ESTATE BACKED SECURITIES. Real estate industry companies may
include among others: real estate investment trusts; brokers or real estate
developers; and companies with substantial real estate holdings, such as
paper and lumber producers and hotel and entertainment companies. Companies
engaged in the real estate industry may be subject to certain risks
including: declines in the value of real estate, risks related to general
and local conditions, overbuilding and increased competition, increases in
property taxes and operating expenses, and variations in rental income.
REPURCHASE AGREEMENTS AND SECURITIES LOANS. In a repurchase agreement, a
Fund buys a security at one price and simultaneously agrees to sell it back
at a higher price. A Fund may also make securities loans to broker-dealers
and institutional investors, including FBSI. In the event of the bankruptcy
of the other party to either a repurchase agreement or a securities loan, a
Fund could experience delays in recovering its cash or the securities it
lent. To the extent that, in the meantime, the value of the securities
purchased had decreased or the value of the securities lent had
increased, a Fund could experience a loss. In all cases, FMR must
find the creditworthiness of the other party to the transaction
satisfactory.
RESTRICTED SECURITIE S are securities which cannot be sold to the
public without registration under the Securities Act of 1933 . Unless
registered for sale, these securities can only be sold in privately
negotiated transactions or pursuant to an exemption from registration.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a Fund
temporarily transfers possession of a portfolio instrument to another
party, such as a bank or broker-dealer, in return for cash. At the same
time, the Fund agrees to repurchase the instrument at an agreed-upon price
and time. A Fund expects that it will engage in reverse repurchase
agreements for temporary purposes such as to fund redemptions. Reverse
repurchase agreements may increase the risk of fluctuation in the market
value of a Fund's assets or in its yield.
SHORT SALES. If a Fund enter s into short sales with respect
to stocks underlying its convertible security holding s, the
transaction may help to hedge against the effect of stock price
declines, but may result in losses if a convertible security's price does
not track the price of its underlying equity. Under normal conditions
c onvertible securities hedged with short sales are not currently
expected to exceed 15% of a Fund's total assets .
SWAP AGREEMENTS. As one way of managing its exposure to different
types of investments, a Fund may enter into interest rate swaps,
currency swaps, and other types of swap agreements such as caps, collars,
and floors. In a typical interest rate swap, one party agrees to make
regular payments equal to a floating interest rate times a "notional
principal amount," in return for payments equal to a fixed rate times the
same amount, for a specified period of time. If a swap agreement provides
for payments in different currencies, the parties might agree to exchange
the notional principal amount as well. Swaps may also depend on other
prices or rates, such as the value of an index or mortgage prepayment
rates.
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
right 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 the 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.
Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks
assumed. As a result, swaps can be highly volatile and may have a
considerable impact on a Fund's performance. Swap agreements are subject to
risks related to the counterparty's ability to perform, and may decline in
value if the counterparty's creditworthiness deteriorates. A Fund may also
suffer losses if it is unable to terminate outstanding swap agreements or
reduce its exposure through offsetting transactions.
VARIABLE OR FLOATING RATE OBLIGATIONS, including certain participation
interests in municipal obligations, have interest rate adjustment formulas
that help to stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit the fund to sell them at
par value plus accrued interest on short notice.
WARRANT S entitle the holder to buy equity securities at a specific
price for a specific period of time. Warrants tend to be more volatile than
their underlying securities. 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 the expiration
date.
ZERO COUPON BOND S 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 daily dividend, 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. Government Investment Fund has
been advised that the staff of the Division of Investment Management of the
SEC does not consider these instruments U.S. government securities as
defined by the 1940 Act. Therefore, Government Investment Fund will not
treat these obligations as U.S. government securities for purposes of the
65% portfolio composition test mentioned on page 21 .
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 or a government agency.
DEBT OBLIGATIONS. The table below provides a summary of ratings assigned to
debt holdings (not including money market instruments) in Funds which have
the ability to invest over 5% in lower-rated debt securities. These
figures are dollar-weighted averages of month-end portfolio holdings during
the thirteen months ended September 30, 1993 (Strategic
Opportunities), October 31, 1993 ( Income & Growth, High Yield,
Short Fixed-Income, and High Income Municipal,) and November 30,
1993 ( and Equity Portfolio Income), presented as a percentage of
total investments. These percentages are historical and are not necessarily
indicative of the quality of current or future portfolio holdings, which
may vary.
The dollar-weighted average of debt securities not rated by either Moody's
or S&P amounted to 0% (Equity Portfolio Growth), .89%
(Strategic Opportunities), .57 % (Equity Portfolio Income),
6.72 % (Income & Growth), 18.74 % (High Yield),
5.85 % (Short Fixed-Income), and 25.23 % (High Income
Municipal) of total investments. This may include securities rated by other
nationally recognized rating organizations, as well as unrated securities.
Unrated securities are not necessarily lower-quality securities.
As of October 31, 1993, Global Resources had no investments below
Baa/BBB.
MOODY'S RATING & PERCENTAGE OF INVESTMENTS

MOOD EQUIT STRAT EQUITY
INCOME
HIGH
SHORT
HIGH

Y'S
Y EGIC
PORTFOLIO
&
YIELD FIXED-
INCOME

RATIN PORTF OPPO INCOME GROWTH INCOME MUNICI

G OLIO RTUNIT PAL

GROW IES

Aaa/A -- 15.99 1.02% 22.75% .02% 25.81% 27.39%

a/A %

Baa -- -- .77% .86% -- 34.74% 20.40%

Ba -- .18% 1.25% 6.09% 6.60% 12.76% 8.10%

B .07% .22% 1.27% 3.89% 34.26% 1.08% .63%

Caa -- 1.63 .06% .66% 9.09% -- --

Ca/C -- -- -- -- 4.50% -- --

</TABLE>

S&P RATING & PERCENTAGE OF INVESTMENTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
S&AM EQUIT STRAT EQUITY
INCO HIGH
SHORT
HIGH

P;P
Y EGIC
PORTFOL ME
YIELD FIXED-
INCOME

RATIN PORTF OPPO IO & INCOM MUNICI
G OLIO RTUNIT INCOM ;
E PAL
GROW IES E GROW
TH TH

AAA/A -- 15.99 1.03% 21.98 .97% 27.08 29.05%
A/A % % %

BBB -- -- .84% 2.03% 1.09% 33.92 18.73%
%

BB -- -- .98% 2.22% 6.94% 7.55% 4.37%

B .07% .80% 1.35% 2.51% 33.28 1.13% 1.75%
%

CCC -- -- .15% .69% 7.62% .04%

CC/C -- -- -- --% 1.55%

D -- .89% .03% 5.58%

</TABLE>

THE FOLLOWING DESCRIBES MUNICIPAL INSTRUMENTS:
MUNICIPAL SECURITIES include GENERAL OBLIGATION SECURITIES, which are
backed by the full taxing power of a municipality, and REVENUE
SECURITIES , which are backed by the revenues of a specific tax,
project, or facility. INDUSTRIAL REVENUE BONDS are a type of revenue bond
backed by the credit and security of a private issuer and may involve
greater risk. PRIVATE ACTIVITY MUNICIPAL SECURITIES, which may be subject
to the federal alternative minimum tax, include securities issued to
finance housing projects, student loans, and privately - owned solid
waste disposal and water and sewage treatment facilities.
TAX AND REVENUE ANTICIPATION NOTES are issued by municipalities in
expectation of future tax or other revenues, and are payable from those
specific taxes or revenues. BOND ANTICIPATION NOTES normally provide
interim financing in advance of an issue of bonds or notes, the proceeds of
which are used to repay the anticipation notes. TAX-EXEMPT COMMERCIAL PAPER
is issued by municipalities to help finance short-term capital or operating
needs.
MUNICIPAL LEASE OBLIGATIONS are issued by a state or local government or
authority to acquire land and a wide variety of equipment and facilities.
These obligations typically are not fully backed by the municipality's
credit, and their interest may become taxable if the lease is assigned. If
funds are not appropriated for the following year's lease payments, the
lease may terminate, with the possibility of significant loss to a
Fund. CERTIFICATES OF PARTICIPATION in municipal lease obligations or
installment sales contracts entitle the holder to a proportionate interest
in the lease-purchase payments made.
RESOURCE RECOVERY BONDS are a type of revenue bond issued to build
facilities such as solid waste incinerators or waste-to-energy plants.
Typically, a private corporation will be involved, at least during the
construction phase, and the revenue stream will be secured by fees or rents
paid by municipalities for use of the facilities. The viability of a
resource recovery project, environmental protection regulations, and
project operator tax incentives may affect the value and credit quality of
resource recovery bonds.
A DEMAND FEATURE is a put that entitles the security holder to repayment of
the principal amount of the underlying security, upon notice at any
time or at specified intervals. A STANDBY COMMITMENT is a put that entitles
the security holder to same-day settlement at amortized cost plus accrued
interest.
Issuers or financial intermediaries who provide demand features or standby
commitments often support their ability to buy securities on demand by
obtaining LETTERS OF CREDIT (LOCS) or other guarantees from domestic or
foreign banks. LOCs also may be used as credit supports for other types of
municipal instruments. FMR may rely upon its evaluation of a bank's credit
in determining whether to purchase an instrument supported by an LOC. 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.
INVERSE FLOATERS are instruments whose interest rates bear an inverse
relationship to the interest rate on another security or the value of an
index. Changes in the interest rate on the other security or index
inversely affect the residual interest rate paid on the inverse floater,
with the result that the inverse floater's price will be considerably more
volatile than that of a fixed-rate bond. For example, a municipal issuer
may decide to issue two variable rate instruments instead of a single
long-term, fixed-rate bond. The interest rate on one instrument reflects
short-term interest rates, while the interest rate on the other instrument
(the inverse floater) reflects the approximate rate the issuer would have
paid on a fixed-rate bond, multiplied by two, minus the interest rate paid
on the short-term instrument. Depending on market availability, the two
portions may be recombined to form a fixed-rate municipal bond. The market
for inverse floaters is relatively new.
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 the 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.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds 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
edge." 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 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
in Aaa securities.
A - Bonds 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 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 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 rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.
CAA - Bonds 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 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 rated C are the lowest-rated class of bonds and issued so rated
can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through C in its corporate bond rating system. 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 in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
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.
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.
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 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.
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.
The ratings from AA to D may be modified by the addition of a plus or minus
to show relative standing within the major rating categories.

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 SAIs , 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 Fund or Distributors. This Prospectus and the related
SAIs do not constitute an offer by a Fund or by Distributors to sell
or to buy shares of a Fund to any person to whom it is unlawful to make
such offer.

FIDELITY ADVISOR INSTITUTIONAL FUNDS
PROSPECTUS
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109
JANUARY 29, 1994
The Fidelity Advisor Institutional Funds offer investors a selection of
diversified portfolios.
EQUITY FUNDS:
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO INCOME - seeks a yield from
dividend and interest income which exceeds the composite dividend yield on
securities comprising the Standard & Poor's 500 Co mposite Stock
Price Index (S&P 500).
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO GROWTH - seeks to
achieve capital appreciation by investing primarily in common and preferred
stock and securities, convertible into common stock of companies with above
average growth characteristics.
FIXED INCOME FUNDS:
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM BOND FUND - seeks to provide a
high rate of income through investment in high and upper-medium grade
fixed-income obligations.
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM TAX-EXEMPT FUND - seeks the
highest level of income exe m pt from federal income taxes that can be
obtained consistent with the preservation of capital, from a diversified
portfolio of high-quality or upper-medium quality municipal obligations.
Each Fund is comprised of two classes of shares. Both classes share a
common investment objective and investment portfolio. Fidelity Advisor
Institutional Equity Portfolio Income , Fidelity Advisor
Institutional Equity Portfolio Growth , Fidelity Advisor
Institutional Limited Term Bond, and Fidelity Advisor Institutional Limited
Term Tax-Exempt (the Funds) shares are offered by this Prospectus to (i)
banks and trust institutions investing for their own accounts or for
accounts of their trust customers, (ii) plan sponsors meeting the ERISA
definition of fiduciary, (iii) government entities or authorities
and (iv) corporations with at least $100 million in annual revenues.
Fidelity Advisor Equity Portfolio Income , Fidelity Advisor Equity
Portfolio Growth , Fidelity Advisor Limited Term Bond, and Fidelity
Advisor Limited Term Tax-Exempt shares are offered by a separate
prospectus.
Fidelity Advisor Institutional Equity Portfolio Income is a
portfolio of Fidelity Advisor Series III . Fidelity Advisor
Institutional Equity Portfolio Growth is a portfolio of Fidelity
Advisor Series I . Fidelity Advisor Institutional Limited Term Bond
Fund is a portfolio of Fidelity Advisor Series IV. Fidelity Advisor
Institutional Limited Term Tax-Exempt Fund is a portfolio of Fidelity
Advisor Series VI.
Please read this Prospectus before investing. It is designed to provide you
with information and help you decide if a Fund's goals match your own.
Retain this document for future reference.
A Statement of Additional Information (SAI) (dated January 29, 1994) for
each F und has been filed with the Securities and Exchange Commission
(SEC) and each is incorporated herein by reference. Each Fund's
SAIs is available free upon request from Fidelity Distributors
Corporation (Distributors), 82 Devonshire Street, Boston, MA 02109.
MUTUAL FUND S HARES ARE NOT DEPOSITS OR OBLIGATIONS OF (OR
ENDORSED OR GUARANTEED BY ) ANY BANK , SAVINGS
ASSOCIATION , INSURED DEPOSITORY INSTITUTION OR GOVERNMENTAL AGENCY,
NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE C ORPORATION(FDIC), THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY. INVESTMENTS IN THE FUND INVOLVE INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE VALUE OF THE INVESTMENT AND ITS
RETURN WILL FLUCTUATE AND ARE NOT GUARANTEED. WHEN SOLD, THE VALUE OF THE
INVESTMENT MAY BE HIGHER OR LOWER THAN THE AMOUNT ORIGINALLY INVESTED.
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

(Registered trademark)

TABLE OF CONTENTS Page
Financial History 3
Financial Highlight s
Investment Objectives
Purchasing Share s of the Funds
To Invest by Wire
Distribution Options
Exchange Privileges
Redeeming Shares of the Funds
To Redeem by Mail
To Redeem by Telephone
Minimum Account Balance
Shareholder Services
Tax Information
Distributions
Capital Gains
"Buying a Dividend"
Federal Taxes
Other Tax Information
Investment Policies
Investment Limitations
Fees and Expenses
Management and Other Services
Distribution and Service Plan
Fund Shares Valuation
Fund Performance
Portfolio Transactions
The Trusts and the Fidelity Organization
Appendix
Financial Statements 20
Advisor Equity Portfolio Income 20
Advisor Equity Portfolio Growth 40
Advisor Limited Term Bond 62
Advisor Limited Term Tax-Exempt 79
FINANCIAL HISTORY
The purpose of the table below is to assist investors in understanding the
various costs and expenses that an investor in each Fund would bear
directly or indirectly. This standard format was developed for use by all
mutual funds to help an investor make investment decisions. This expense
information should be considered along with other important information
such as each Fund's investment objective and past performance. There are
no shareholder transaction expenses associated with purchases,
exchanges or redemptions.

EXAMPLE: YOU WOULD PAY THE FOLLOWING EXPENSES

ON A $1,000 INVESTMENT IN A FUND ASSUMING (1) A
5%

ANNUAL RETURN AND (2) FULL REDEMPTION AT THE END OF

EACH TIME PERIOD.

ANNUAL OPERATING EXPENSES

(AS A PERCENTAGE OF AVERAGE NET ASSETS)

MANAGEMENT OTHER TOTAL

FEE EXPENSES OPERATING 1 YEAR 3 YEARS 5 YEARS 10 YEARS

EXPENSES

Equity Portfolio Income
.50% .29 % * .79% $ 8 $ 25 $ 44 $ 98

Equity Portfolio Growth
.6 6 % .28 % * .94 % 10 30 52 115

Limited Term Bond
.4 2 % .22 % .64 % 7 20 36 80

Limited Term Tax - Exempt
. 12 %* .53 % .65 % 7 21 36 81

</TABLE>

* A FTER EXPENSE REDUCTIONS.
Annual operating expenses for each Fund are based on historical expenses
for its most recent fiscal year end. Management fees are paid by
each Fund to Fidelity Management & Research Company (FMR) for managing
its investments and business affairs. The Funds incur other expenses for
maintaining shareholder records, furnishing shareholder statements and
reports, and for other services. A portion of the brokerage commissions
that Equity Portfolio Income and Equity Portfolio Growth paid were used to
reduce Fund expenses. Without this reduction their fund operating expenses
would have been .80% and .95%, respectively. FMR has voluntarily agreed
to reimburse Limited Term Tax-Exempt to the extent that aggregate operating
expenses (exclusive of taxes, interest, brokerage commissions, and
extraordinary expenses) are in excess of an annual rate of 0.65% of
average net assets. If reimbursements were not in effect, the management
fees, other expenses, and total fund operating expenses would have been
.42%, .41%, and .83 %, respectively. Please refer to the section
"Fees and Expenses," page .
The hypothetical example illustrates the expenses, associated with a $1,000
investment in each Fund over periods of one, three , five and ten
years, based on the expenses (after reimbursements, if any) in the table
and an assumed annual return of 5%. THE RETURN OF 5% AND EXPENSES SHOULD
NOT BE CONSIDERED INDICATIONS OF ACTU AL OR EXPECTED FUND PERFORMANCE
OR EXPENSES, BOTH OF WHICH MAY VARY.
FINANCIAL HIGHLIGHTS
The following tables give information about each Fund's financial history
and uses its fiscal year. They have been audited by Coopers &
Lybrand , an independent accountant whose unqualified report s are
included in each Fund's Annual Report. The Annual Reports for each Fund
is included herein, beginning on page 20.
FIDELITY ADVISOR EQUITY PORTFOLIO INCOME
Effective September 10, 1992, the Fund commenced sale of two classes of
shares, entitled "Fidelity Advisor Institutional Equity Portfolio Income"
(representing the Fund's original shares) and "Fidelity Advisor Equity
Portfolio Income" (representing the new shares). With the exception of the
Equity Portfolio Income columns, the information below does not reflect
Equity Portfolio Income's 12b-1 fee and revised transfer agent fee
arrangement.
Equity Portfolio Income Institutional Equity Portfolio Income

Year Period
Ended Ended
Nov. 30 Nov. 30 Years Ended November 30,
SELECTED PER-SHARE DATA 1993 1992** 1993 1992 1991 1990 1989 1988 1987
1986 1985 1984
Net asset value, beginning of period $ 12.86 $ 12.37 $ 12.88 $ 11.08
$ 9.52 $ 12.27 $ 11.10 $ 10.93 $ 13.54 $ 11.95 $ 10.24 $ 10.49
Income from Investment Operations
Net investment income .33 .13 .39 .49 .63 # .69 .75 .75 .76
.78 .79 .72
Net realized and unrealized gain
(loss) on investments 1.97 .47 2.02 1.79 1.52 (2.42) 1.17
1.81 (1.53) 1.92 1.69 (.14)
Total from investment operations 2.30 .60 2.41 2.28 2.15 (1.73)
1.92 2.56 (.77) 2.70 2.48 .58
Less Distributions
From net investment income (.30) (.11) (.36) (.48) (.59) (.72)
(.75) (.74) (.70) (.77) (.77) (.74)
From net realized gain on investments - - - - - (.30) -
(1.65) (1.14) (.34) - (.09)
Total distributions (.30) (.11) (.36) (.48) (.59) (1.02) (.75)
(2.39) (1.84) (1.11) (.77) (.83)
Net asset value, end of period $ 14.86 $ 12.86 $ 14.93 $ 12.88 $ 11.08 $
9.52 $ 12.27 $ 11.10 $ 10.93 $ 13.54 $ 11.95 $ 10.24
TOTAL RETURN (dagger)(double dagger) 18.03% 4.88% 18.90% 20.91%
22.97% (14.90)% 17.58% 26.99% (7.28)% 23.48% 24.86% 6.20%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, end of period (000 omitted) $ 42,326 $ 1,462 $ 191,138 $
139,391 $ 168,590 $ 253,049 $ 463,696 $ 436,753 $ 443,603 $ 544,269 $
349,262 $ 89,364
Ratio of expenses to average
net assets 1.77% 1.55%* .79%(double dagger)(double dagger)
.71%(CLEAR DIAMOND) .67%(CLEAR DIAMOND) .61%(CLEAR DIAMOND) .55%(CLEAR
DIAMOND) .55%(CLEAR DIAMOND) .54%(CLEAR DIAMOND) .61% .63% .77%
Ratio of expenses to average net assets
before expense reductions 1.77% 1.55%* .80%(double dagger)(double
dagger) .79%(CLEAR DIAMOND) .77%(CLEAR DIAMOND) .71%(CLEAR DIAMOND)
.65%(CLEAR DIAMOND) .65%(CLEAR DIAMOND) .61%(CLEAR DIAMOND) .61% .63%
.77%
Ratio of net investment income
to average net assets 2.02% 3.39%* 3.00% 3.77% 5.66% 6.11% 6.09%
6.86% 5.58% 6.06% 7.36% 7.86%
Portfolio turnover rate 120% 51% 120% 51% 91% 103% 93% 78% 137%
107% 110%(dagger)(dagger)(dagger) 121%
* ANNUALIZED
** FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALE OF EQUITY
PORTFOLIO INCOME) TO NOVEMBER 30, 1992.
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(double dagger) THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
+ EXPENSES WERE LIMITED TO A PERCENTAGE OF AVERAGE NET ASSETS IN
ACCORDANCE WITH A STATE EXPENSE LIMITATION. IN ADDITION, DURING THE PERIOD
JULY 1, 1986 THROUGH OCTOBER 31, 1987 THE INVESTMENT ADVISER WAIVED .05% OF
THE ANNUAL INDIVIDUAL FUND FEE OF .35%.
++ Includes reimbursement of $.03 per share from Fidelity Management
& Research Company for adjustments to prior periods' fees. If this
reimbursement had not existed the ratio of expenses to average net assets
would have been 1.73%.
(DIAMOND) NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
UNDISTRIBUTED NET INVESTMENT INCOME PER SHARE AT THE END OF THE PERIOD LESS
THE AMOUNT OF UNDISTRIBUTED NET INVESTMENT INCOME PER SHARE OF THE FUND AT
AUGUST 20, 1986.
(dagger)(dagger) AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF
EQUALIZATION ACCOUNTING.
# INCLUDES $.04 PER-SHARE FROM FOREIGN TAXES RECOVERED.
(dagger)(dagger)(dagger) IN JULY 1985, THE SEC ADOPTED REVISIONS TO
EXISTING RULES WITH RESPECT TO THE CALCULATION OF THE PORTFOLIO TURNOVER
RATE. THE REVISED RULES REQUIRE THE INCLUSION IN THE CALCULATION OF
LONG-TERM U.S. GOVERNMENT SECURITIES WHICH, PRIOR TO THESE REVISIONS, WERE
EXCLUDED FROM THE CALCULATION.
(double dagger)(double dagger) FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES
TO BROKERS WHO PAID A PORTION OF THE FUND'S EXPENSES.
(CLEAR DIAMOND) EFFECTIVE APRIL 1, 1987 TO SEPTEMBER 10, 1992, THE
INVESTMENT ADVISER REIMBURSED .10% OF THE ANNUAL MANAGEMENT FEE OF
.50%.
FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH
Effective September 10, 1992, the Fund commenced sale of two classes of
share, entitled "Fidelity Advisor Institutional Equity Portfolio Growth"
(representing the Fund's original shares) and "Fidelity Advisor Equity
Portfolio Growth" (representing the new shares). With the exception of the
Equity Portfolio Growth columns, the information below does not reflect
Equity Portfolio Growth's 12b-1 fee and revised transfer agent fee
arrangement.
Equity Portfolio Growth Institutional Equity Portfolio Growth
Year Period
Ended Ended
Nov. 30, Nov. 30 Years Ended November 30,
SELECTED PER-SHARE DATA 1993 1992** 1993 1992 1991 1990 1989 1988 1987
1986 1985 1984
Net asset value, beginning of period $ 26.33 $ 23.78 $ 26.37 $ 24.28
$ 15.55 $ 17.32 $ 12.02 $ 9.92 $ 13.18 $ 11.09 $ 8.03 $ 10.05
Income from Investment Operations
Net investment income (.07)(dagger)(dagger) .01(dagger)(dagger)
.19(dagger)(dagger) .17(dagger)(dagger) .04 .01 .06 .28#
.00(dagger)(dagger) .03 .01 .02
Net realized and unrealized gain
(loss) on investments 3.82 2.54 3.78 4.55 8.69 .34 5.50 2.59
(2.03) 2.41 3.05 (2.04)
Total from investment operations 3.75 2.55 3.97 4.72 8.73 .35
5.56 2.87 (2.03) 2.44 3.06 (2.02)
Less Distributions
From net investment income (.08) - (.10) (.03) - (.08) (.26)
(.01) (.01) (.02) - -
From net realized gain on investments (.50) - (.50) (2.60) -
(2.04) - (.76) (1.22) (.33) - -
Total distributions (.58) - (.60) (2.63) - (2.12) (.26) (.77)
(1.23) (.35) - -
Net asset value, end of period $ 29.50 $ 26.33 $ 29.74 $ 26.37 $ 24.28 $
15.55 $ 17.32 $ 12.02 $ 9.92 $ 13.18 $ 11.09 $ 8.03
TOTAL RETURN (dagger)(double dagger) 14.52% 10.72% 15.36% 21.14%
56.14% 2.75% 47.18% 29.77% (17.12)% 22.55% 38.11% (20.10)%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, end of period (000 omitted) $ 377,984 $ 22,655 $ 296,466
$ 179,325 $ 68,766 $ 27,473 $ 24,523 $ 20,182 $ 43,537 $ 63,607 $ 23,447 $
4,117
Ratio of expenses to average net assets 1.84%## 1.47%* .94%## .98%
1.13% 1.74% 1.60% 1.47% 1.11% 1.07% 1.50%+ 1.50%+
Ratio of expenses to average net assets
before expense reductions 1.85%## 1.47%* .95%## .98% 1.13% 1.74%
1.60% 1.47% 1.11% 1.07% 1.50%+ 1.50%+
Ratio of net investment income to
average net assets (.24)% .25%* .66% .73% .25% .07% .38% 1.20%
.00% .29% .43% .33%
Portfolio turnover rate 160% 240% 160% 240% 254% 262% 269% 331%
226% 115% 108% 453%
* ANNUALIZED
** FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALE OF EQUITY
PORTFOLIO GROWTH) TO NOVEMBER 30, 1992.
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(dagger)(dagger) NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED
BASED ON AVERAGE SHARES OUTSTANDING.
(double dagger) THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD THE ADVISER
NOT REIMBURSED CERTAIN EXPENSES DURING THE PERIODS SHOWN.
+ EXPENSES WERE LIMITED TO A PERCENTAGE OF AVERAGE NET ASSETS IN
ACCORDANCE WITH A STATE EXPENSE LIMITATION.
# DURING THE PERIOD A SHAREHOLDER REDEEMED A SIGNIFICANT PORTION OF THE
ASSETS OF THE FUND. DUE TO THE TIMING OF THIS TRANSACTION, THE FUND
EXPERIENCED AN UNUSUALLY HIGH LEVEL OF INVESTMENT INCOME PER SHARE.
## FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.
FIDELITY ADVISOR LIMITED TERM BOND FUND
Effective September 10, 1992, the Fund commenced sale of two classes of
shares, entitled "Fidelity Advisor Institutional Limited Term Bond Fund"
(representing the Fund's original shares) and "Fidelity Advisor Limited
Term Bond Fund" (representing the new shares). With the exception of the
Limited Term Bond Fund columns, the information below does not reflect
Limited Term Bond Fund's 12b-1 fee and revised transfer agent fee
arrangement.
Limited Term
Bond Fund Institutional Limited Term Bond Fund

Year Period February 2, 1984
Ended Ended (Commencement
Nov. 30, Nov. 30 Years Ended November 30, of Operations) to
SELECTED PER-SHARE DATA 1993 1992** 1993 1992 1991 1990 1989 1988 1987
1986 1985 November 30, 1984
Net asset value, beginning
of period $ 10.640 $ 10.960 $ 10.640 $ 10.550 $ 10.140 $ 10.410 $ 10.180
$ 10.250 $ 11.240 $ 10.550 $ 9.960 $ 10.000
Income from Investment Operations
Net investment income .785 .170 .832 .840 .884 .901 .937 .944
.953 1.026 1.053 .897
Net realized and unrealized gain (loss)
on investments .511 (.320)# .531 .102 .411 (.270) .230 (.070)
(.770) .710 .590 (.040)
Total from investment operations 1.296 (.150) 1.363 .942 1.295 .631
1.167 .874 .183 1.736 1.643 .857
Less Distributions
From net investment income (.796) (.170) (.843) (.852) (.885)
(.901) (.937) (.944) (.953) (1.026) (1.053) (.897)
From net realized gain on investments - -- -- -- -- -- -- --
(.220) (.020) -- --
Total distributions (.796) (.170) (.843) (.852) (.885) (.901)
(.937) (.944) (1.173) (1.046) (1.053) (.897)
Net asset value, end of period $ 11.140 $ 10.640 $ 11.160 $ 10.640 $
10.550 $ 10.140 $ 10.410 $ 10.180 $ 10.250 $ 11.240 $ 10.550 $ 9.960
TOTAL RETURN (dagger)(double dagger) 12.50% (1.37)% 13.17% 9.21%
13.35% 6.46% 12.03% 8.81% 1.78% 17.04% 17.40% 9.33%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, end of period (000 omitted) $ 59,184 $ 2,583 $ 183,790 $
160,156 $ 327,756 $ 356,564 $ 426,832 $ 418,929 $ 407,228 $ 418,632 $
253,913 $ 15,192
Ratio of expenses to average net assets 1.23% .82%* .64%* .57% .57%
.58% .54% .54% .53% .53% .65% 1.50%*(dagger)(dagger)
Ratio of net investment income to
average net assets 6.81% 7.67%* 7.41% 7.96% 8.59% 8.90% 9.16%
9.16% 9.03% 9.22% 10.29% 11.01%*
Portfolio turnover rate 59% 7% 59% 7% 60% 59% 87% 48% 92% 59%
88%(dagger)(dagger)(dagger) 12%*
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND
Effective September 10, 1992, the Fund commenced sale two classes of
shares, entitled "Fidelity Advisor Institutional Limited Term Tax-Exempt
Fund" (representing the Fund's original shares) and "Fidelity Advisor
Limited Term Tax-Exempt Fund" (representing the new shares). With the
exception of the Limited Term Tax-Exempt Fund columns, the information
below does not reflect Limited Term Tax-Exempt Fund's 12b-1 fee and revised
transfer agent fee arrangement.
Limited Term
Tax-Exempt Fund Institutional Limited Term Tax-Exempt Fund
September 19, 1985
Years Period (Commencement
Ended Ended of Operations) to
Nov. 30 Nov. 30 Years Ended November 30, November 30,
SELECTED PER-SHARE DATA 1993 1992** 1993 1992 1991 1990 1989 1988 1987
1986 1985
Net asset value, beginning of period $ 11.080 $ 11.010 $ 11.080 $
10.800 $ 10.640 $ 10.610 $ 10.520 $ 10.380 $ 10.990 $ 10.280 $ 10.000
Income from Investment Operations
Net interest income .508 .131 .536 .666 .682 .689 .674 .650 .641
.671 .130
Net realized and unrealized gain (loss) on investments .260 .070 .260
.280 .160 .030 .090 .140 (.540) .760 .280
Total from investment operations .768 .201 .796 .946 .842 .719
.764 .790 .101 1.431 .410
Less Distributions
From net interest income (.508) (.131) (.536) (.666) (.682) (.689)
(.674) (.650) (.641) (.671) (.130)
From net realized gain on investments (.880) -- (.880) -- -- --
- -- -- (.070) (.050) --
Total distributions (1.388) (.131) (1.416) (.666) (.682) (.689)
(.674) (.650) (.711) (.721) (.130)
Net asset value, end of period $ 10.460 $ 11.080 $ 10.460 $ 11.080 $
10.800 $ 10.640 $ 10.610 $ 10.520 $ 10.380 $ 10.990 $ 10.280
TOTAL RETURN (dagger)(double dagger) 7.72% 1.37% 8.01% 9.01% 8.15%
7.04% 7.50% 7.77% .97% 14.39% 4.12%
RATIOS AND SUPPLEMENTAL DATA
Net Assets, end of period (000 omitted) $ 39,800 $ 1,752 $ 15,076 $
28,428 $ 100,294 $ 111,506 $ 121,418 $ 132,443 $ 162,857 $ 161,045 $ 94,391
Ratio of expenses to average net assets .90% 1.04%* .65% .66% .61%
.62% .65% .63% .59% .58% .69%*
Ratio of expenses to average net assets before
expense reductions(double dagger)(double dagger) 1.36% 1.06%* .83%
.67% .61% .62% .65% .63% .59% .58% .69%*
Ratio of net investment income to average net assets 4.76% 5.65%* 5.01%
6.05% 6.40% 6.53% 6.45% 6.20% 6.01% 6.29% 6.33%*
Portfolio turnover rate 46% 36% 46% 36% 20% 32% 31% 24% 43% 34%
103%*

* ANNUALIZED
** FOR THE PERIOD SEPTEMBER 15, 1992 (COMMENCEMENT OF OPERATIONS OF
LIMITED TERM TAX-EXEMPT FUND) TO NOVEMBER 30, 1992.
(dagger) TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(double dagger) THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
(double dagger)(double dagger) EFFECTIVE OCTOBER 21, 1992, FMR HAS
VOLUNTARILY AGREED TO REIMBURSE EXPENSES OF EACH CLASS TO THE EXTENT THAT
EXPENSES EXCEED .90% (LIMITED TERM TAX-EXEMPT FUND)AND .65% (INSTITUTIONAL
LIMITED TERM TAX-EXEMPT FUND) OF EACH CLASS' AVERAGE NET ASSETS,
RESPECTIVELY.
(dagger)(dagger) LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.
(dagger)(dagger)(dagger) IN JULY 1985, THE SEC ADOPTED REVISIONS TO
EXISTING RULES WITH RESPECT TO THE CALCULATION OF THE PORTFOLIO TURNOVER
RATE. THE REVISED RULES REQUIRE THE INCLUSION IN THE CALCULATION OF
LONG-TERM U.S. GOVERNMENT SECURITIES WHICH, PRIOR TO THESE REVISIONS, WERE
EXCLUDED FROM THE CALCULATION.
# THE AMOUNT SHOWN IN THIS CAPTION, WHILE DETERMINABLE BY THE SUMMATION
OF AMOUNTS COMPUTED DAILY AS SHARES WERE SOLD OR REPURCHASED, IS ALSO THE
BALANCING FIGURE DERIVED FROM THE OTHER FIGURES IN THE STATEMENT AND HAS
BEEN SO COMPUTED. THE AMOUNT SHOWN FROM THE PERIOD ENDED NOVEMBER 30, 1992
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD DOES NOT ACCORD WITH THE NET
REALIZED AND UNREALIZED GAIN ON INVESTMENTS FOR THE PERIOD BECAUSE OF THE
TIMING OF SALES AND REPURCHASES OF THE LIMITED TERM BOND FUND SHARES IN
RELATION TO FLUCTUATING MARKET VALUES OF THE INVESTMENTS OF THE FUND.
INVESTMENT OBJECTIVES
EQUITY FUNDS:
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO INCOME seeks to
obtain reasonable income from a portfolio consisting primarily of
income-producing equity securities. The Fund seeks a yield from dividend
and interest income which exceeds the composite dividend yield on
securities comprising the Standard & Poor's Price Index of 500 Common
Stocks (S&P 500). In addition, consistent with the primary objective
of obtaining reasonable income, in managing its portfolio, the Fund will
consider the potential for achieving capital appreciation.
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO GROWTH seeks to achieve
capital appreciation by investing primarily in the common and preferred
stock, and securities convertible into the common stock, of companies with
above average growth characteristics.
FIXED-INCOME FUNDS:
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM BOND FUND seeks to
provide a high rate of income through investment in high- and upper-medium
grade fixed-income obligations. The Fund will maintain a dollar-weighted
average maturity of 10 years or less, defined herein as "limited term." In
addition, the Fund may seek capital appreciation when consistent with its
primary objective.
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM TAX-EXEMPT FUND seeks
the highest level of income exempt from federal income taxes that can be
obtained consistent with the preservation of capital, from a diversified
portfolio of high quality or upper-medium quality municipal obligations.
Under normal conditions, at least 80% of the Fund's annual income will be
exempt from federal income taxes and at least 80% of the Fund's net assets
will be invested in obligations having remaining maturities of 15 years or
less. The Fund will maintain a dollar-weighted average maturity of 10
years or less.
The investment objective of each Fund is fundamental and can only be
changed by vote of a majority of the outstanding shares of the Fund. Except
as otherwise noted, the investment limitations and policies of Equity
Portfolio Growth, Limited Term Bond Fund, and Limited Term Tax-Exempt Fund
are fundamental and may not be changed without shareholder approval. Except
for the investment limitations and policies identified as fundamental, the
limitations and policies of Institutional Equity Portfolio Income
are not fundamental. Non-fundamental investment limitations and policies
may be changed without shareholder approval.
The yield , return and potential price changes of each Fund
depends on the quality and maturity of the obligations in its portfolio, as
well as on market conditions. Risks vary based on the type of fund in which
an investor is invested. As is the case with any investment in securities,
investment in the Funds involves certain risks. A Fund may not always
achieve its objective, but it will follow the investment policies described
in "Investment Policies," on page .
PURCHASING SHARE S OF THE FUNDS
Shares of each Fund are offered continuously to (i) banks and trust
institutions investing for their own accounts or for accounts of their
trust customers, (ii) plan sponsors meeting the ERISA definition of
fiduciary, (iii) government entities or authorities, and (iv) corporations
with at least $100 million in annual revenues. Shares may be purchased at
the NAV next determined after the transfer agent receives the order to
purchase.
Orders for the purchase of shares must be transmitted to the
t ransfer a gent before 4:00 p.m. Eastern time in order for the
investor to receive that day's share price. An investor can open an account
for $100,000 or more by completing and returning a signed account
application. Orders will be confirmed at the NAV next determined following
receipt of the order by the transfer agent . Additional investments
of $2,500 or more may be made. Minimum investments may differ for
tax-deferred retirement plans. For specific information on opening an
account, please contact your institutional sales representative .
Fund shares also are offered to any investor who purchased shares of the
Funds prior to September 10, 1992. Any such investor will be exempt from
the investment minimum and account balance requirements currently in effect
for shares. Further, this exemption is also available to any
investor having opened an account in the Funds prior to January
29, 1993 through a registered investment adviser not registered as a
broker-dealer that charges an account management fee.
All purchases must be made in U.S. dollars and checks must be drawn on
U.S. banks. Each Fund reserves the right to limit the number of checks
processed at one time. If a check does not clear, the Fund may cancel the
purchase and the investor could be held liable for any fees and/or losses
incurred. When an investor purchases by check, each Fund can hold the
proceeds of redemptions until the transfer agent is reasonably
satisfied that the purchase payment has been collected (which can take up
to seven days). An investor may avoid a delay in receiving redemption
proceeds by purchasing shares with a certified check.
Financial institutions that meet Distributors' creditworthiness criteria
may enter confirmed purchase orders on behalf of customers by phone, with
payment to follow no later than the 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 may be liable for any losses.
Investors in Limited Term Bond Fund and Limited Term Tax-Exempt Fund begin
to earn income dividends on a confirmed purchase on the day the Fund
receives payment. For all other purchase orders for these Funds,
investors begin to earn income dividends on the business day after
receipt of payment.
Each Fund and Distributors reserves the right to suspend the offering of
shares for a period of time and to reject any order for the purchase of
shares, including certain purchases by exchange (see "Exchange Privileges,"
page ). Purchase orders may be refused if, in FMR's opinion, they are of a
size that would disrupt the management of each Fund.
TO INVEST BY WIRE: It is recommended that investors wire funds early
in the day to ensure proper credit. For wire information and instructions,
please call the institution through which you trade or Fidelity Client
Services at (800) 843-3001.
DISTRIBUTION OPTIONS
An investor may choose from three different Distribution Options:
A. The SHARE OPTION reinvests income dividends and capital
gain distributions.
B . The INCOME-EARNED OPTION pays income dividends in cash and
reinvests capital gain distributions.
C. With the CASH OPTION the investor receives income
dividends and capital gain distributions in cash.
The Distribution Option may be changed at any time by notifying the
transfer agent in writing. If no d istribution option is
selected when an account is opened, the Share Option automatically will be
assigned. Distribution checks for Fixed Income F unds will be mailed
no later than seven days after the last day of the month. On the day a
Fund goes ex-dividend, the amount of the distribution is deducted from its
share price. Reinvestment of distributions will be made at that day's NAV.
If you select Option B or C and the U.S. Postal Service cannot deliver
your checks, or if your checks remain uncashed for six months, your
distribution checks will be reinvested in your account at the then current
NAV and your election will be converted to the Shaption. The mailing of
cash distribution checks will begin within seven days after the ex-dividend
date.
EXCHANGE PRIVILEGES
An exchange is the redemption of shares of one Fund at the next determined
NAV and the purchase of shares of another Fund at the next determined NAV.
The exchange privilege is a convenient way to sell and buy shares of other
Fidelity Advisor Funds and other Fidelity funds registered in the
investor's state. Sales charges for Fidelity funds, if any, will apply
unless the exchange is made pursuant to a load waiver policy of the fund to
be acquired. Please consult that fund's prospectus to determine if any load
waiver policies apply. FOR INSTRUCTIONS ON ENTERING AN EXCHANGE
TRANSACTION, PLEASE CONSULT THE PROGRAM MATERIALS .
To protect each Fund's performance and shareholders, FMR discourages
frequent trading in response to short-term market fluctuations. Each Fund
reserves the right to refuse exchange purchases by any person or group if,
in FMR's opinion, a Fund would be unable to invest effectively in
accordance with its investment objective and policies, or would otherwise
be affected adversely. Exchanges may be restricted or refused if the 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 each Fund. Although
each Fund will attempt to give prior notice whenever it is reasonably able
to do so, it may impose these restrictions at any time. Each Fund may
modify or terminate the exchange privilege.
Before making an exchange, please note the following:
(bullet) Read the prospectus of the fund to be acquired by exchange.
(bullet) Investors may only exchange between accounts that are registered
in the same name, address, and taxpayer identification number. Exchanges
will not be permitted until a completed and signed application is on file.
(bullet) There is currently a limit of four exchanges out of each Fund per
calendar year. Each Fund reserves the right to temporarily or permanently
suspend the exchange privilege for any investor who exceeds this limit.
Other funds may have different exchange restrictions. Please check each
fund's prospectus for details. 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 plan materials for
further information.
TAXES. Each exchange actually represents the sale of shares from one fund
and the purchase of shares in another fund and, depending upon the tax
basis of the exchanged shares, may result in a loss or taxable gain. The
transfer agent will send a confirmation of each exchange
transaction.
REDEEMING SHARES OF THE FUNDS
Investors may redeem all or a portion of their shares on any day the NYSE
is open, at the NAV next determined after the transfer agent
receives the redemption request. Any redemption orders received by the
transfer agent before 4:00 p.m. Eastern time on any business day
will receive that day's NAV.
Once an investor's shares are redeemed, each Fund normally will send the
proceeds on the next business day to the address of record on the account.
If making immediate payment could adversely affect the Fund, the Fund may
take up to seven days to pay redemption proceeds. Each Fund may withhold
redemption proceeds until it is reasonably satisfied that it has collected
investments that were made by check (which may take up to seven days). The
transfer agent requires additional documentation to redeem shares
registered in the name of a corporation, agent or fiduciary or a surviving
joint owner.
When the NYSE is closed (or when trading is restricted) for any reason
other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, each
Fund may suspend redemption or postpone payment dates. FOR FURTHER
INFORMATION ON REDEEMING SHARES, PLEASE CONSULT THE PROGRAM MATERIALS.
TO REDEEM BY MAIL: An investor may redeem by submitting written
instructions with an authorized signature that is on file for that account.
Each Fund reserves the right to require that the signature be guaranteed by
a bank, broker, dealer, municipal securities dealer, municipal securities
broker, government securities dealer, government securities broker, credit
union (if authorized under state law), national securities exchange,
registered securities association, clearing agency or savings association.
Written requests for redemption should be mailed to:
Fund Name
FIIOC, ZR5
P.O. Box 1182
Boston, MA 02103-1182
An investor may redeem shares of each Fund having a net asset value of
$100,000 or less by calling the transfer agent . Redemption proceeds
must be sent to the address of record listed on the account, and a change
of address must not have occurred within the preceding 60 days.
TO REDEEM BY TELEPHONE: An investor may redeem Fund shares and instruct the
transfer agent to have proceeds wired directly to a designated bank
account. In making redemption requests, the name(s) on the investor's
account registration and the account number must be supplied. To redeem by
telephone, call the transfer agent :
NATIONWIDE (TOLL FREE) (800) 343- 3001
Note that Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable procedures designed to
verify the identity of the caller. Fidelity will request personalized
security codes for other information, and may also record calls. The
investor should verify the accuracy of the confirmation statements
immediately after receipt. If an investor does 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.
MINIMUM ACCOUNT BALANCE. Each Fund account must have a balance of $40,000
in it in order to remain open. If the account balance falls below $40,000
due to redemption, the transfer agent may close it and mail the
proceeds to the address shown on the transfer agent 's records. The
transfer agent will give 30 days' notice that an investor's account
will be closed unless an investment is made to increase the account balance
to the $40,000 minimum. Please note that shares will be redeemed at the NAV
on the day the account is closed.
SHAREHOLDER SERVICES
The transfer agent will send a confirmation to the investor after
every transaction that affects the share balance or the account
registration. At least twice a year each investor will receive a financial
statements, with a summary of its portfolio composition and performance. To
reduce expenses, only one copy of most shareholder reports (such as a
Fund's Annual Report) may be mailed to each investor address. Please write
to the transfer agent to have additional reports sent each time.
Each Fund pays for these shareholder services, but not for special services
that are required by a few shareholders, such as a request for a historical
transcript of an account. An investor may be required to pay a fee for
these special services. If an investor is purchasing shares of each Fund
through a program of administrative services offered by an investment
professional, read materials pertaining to that program in conjunction with
this Prospectus. Certain features of each Fund, such as the minimum initial
or subsequent investment, may be modified in these programs, and
administrative charges may be imposed for the services rendered.
TAX INFORMATION
DISTRIBUTIONS. The Funds distribute substantially all of their net
investment income and capital gains each year pursuant to the following
schedule. Each Fund may pay capital gains in December. In addition,
Equity Portfolio Income, Equity Portfolio Growth, Limited Term Bond and
Limited Term Tax-Exempt may pay capital gains in January as well.
Equity Portfolio Growth pay s net investment income in January and
December; Limited Term Bond and Limited Term Tax-Exempt declare dividends
daily and pay monthly; and Equity Portfolio Income declares
dividends in March, June, September, and December, and pay the
following month.
CAPITAL GAINS. An investor may realize a gain or loss when shares are
sold (redeemed) or exchanged. For most types of accounts, a Fund will
report the proceeds of redemptions to the investor and the IRS annually.
However, because the tax treatment also depends on an investor's purchase
price and personal tax position, regular account statements should be
retained for tax purposes.
BUYING A DIVIDEND. On the record date for a distribution from a Fund,
the Fund's share price is reduced by the amount of the distribution. If
shares are bought just before the record date (buying a dividend), an
investor will pay the full offering price for the shares, and then receive
a portion of the price back as a taxable distribution.
FEDERAL TAXES. Distributions from each Fund's income and short-term capital
gains are taxed as dividends, and long-term capital gain distributions are
taxed as long-term capital gains. Gains on the sale of tax-free bonds
results in a taxable distribution. Short-term capital gains and a portion
of the gain on bonds purchased at a discount are taxed as dividends.
Distributions are taxable when they are paid, whether taken in cash or
reinvest ed in additional shares, except that distributions declared
in December and paid in January are taxable as if paid on December 31. Each
Fund will send a tax statement by January 31 showing the tax status of the
distributions received in the past year. A copy will be filed with the
Internal Revenue Service (IRS) .
Limited Term Tax-Exempt Fund may invest in municipal obligations whose
interest is subject to the federal alternative minimum tax for individuals
(AMT bonds ). To the extent that the Fund invests in AMT bonds,
individuals who are subject to the AMT will be required to report a portion
of the Fund's dividends as a "tax-preference item" in determining their
federal tax. Federally tax-free interest earned by the Fund is federally
tax-free when distributed as income dividends. During the most recent
fiscal year ended, 100% of the income dividends for Limited Term Tax-Exempt
Fund were free from federal tax. If the Fund earned taxable income from any
of its investments, it will be distributed as a taxable
dividend. Some of the Funds may be eligible for the dividends-received
deduction for corporations.
If a Fund has paid withholding or other taxes to foreign governments during
the year, the taxes will reduce the Fund's dividends but will be included
in the taxable income reported on your tax statement. An investor may be
able to claim an offsetting tax credit or itemized deduction for foreign
taxes paid by a Fund. A tax statement will show the amount of foreign tax
for which a credit or deduction may be available.
OTHER TAX INFORMATION. In addition to federal taxes, an investor
may be subject to state or local taxes on an investment, depending on the
laws in your area. Because some states exempt their own municipal
obligations from tax, an investor will receive tax information each year
showing how Limited Term Tax-Exempt Fund allocated its investments by
state.
When an account application is signed, an investor will be asked to certify
that the social security or taxpayer identification number is correct and
that the investor is not subject to 31% backup withholding for
failing to report income to the IRS. If an investor violates IRS
regulations, the IRS can require a Fund to withhold 31% of taxable
distributions and redemptions.
INVESTMENT POLICIES
Further information relating to the types of securities in which each Fund
may invest and the investment policies of each Fund in general are set
forth in the Appendix to this Prospectus and in each Fund's SAI .
FMR will use its extensive research facilities in addition to
considering the ratings of Nationally Recognized Statistical Rating
Organizations (NRSROs) in selecting investments for the Funds. Unrated
securities are not necessarily of lower quality than rated securities, but
they may not be attractive to as many buyers. This credit analysis includes
consideration of the economic feasibility of revenue bond project finances
and general purpose borrowings, the financial condition of the issuer with
respect to liquidity, cash flow and ability to meet anticipated debt
service requirements and political developments that may affect credit
quality. Since the risk of default is higher for lower-quality obligations,
FMR's research and analysis are an integral part of choosing the Fund's
securities. Through portfolio diversification and careful credit analysis,
FMR can reduce risk, although there can be no assurance that losses will
not occur. FMR also considers trends in the economy, in geographic areas,
in various industries, and in the financial markets.
EQUITY FUNDS: Equity F unds invest in common stocks and other
equity securities in search of growth or a combination of growth
and income . Their performance depends heavily on stock market
conditions in the U.S. and abroad, and can also be affected by changes in
interest rates or other economic conditions. Investments in equity funds
are more suitable for investors who take a long-term approach to
investing.
EQUITY PORTFOLIO INCOME:
It is the policy of the Fund that at least 65% of its total assets normally
will be invested in income-producing equity securities. For purposes of
this policy, equity securities are defined as common stocks and preferred
stocks.
The balance of the Fund will tend to be invested in debt obligations, a
high percentage of which are expected to be convertible into common stocks.
As a non-fundamental policy the Fund may invest in lower-quality ,
high-yielding debt securities (commonly referred to as "junk bonds")
although it currently intends to limit its investments in these securities
to 35% of its assets. However, the Fund does not intend to invest in
securities of companies without proven earnings and/or credit histories.
The Fund may purchase and sell stock index futures and options to manage
cash flow and to attempt to remain fully invested instead of, or in
addition to, buying and selling stocks. Additionally, the Fund may purchase
or engage in foreign investments, indexed securities, illiquid
investments, loans and other direct debt instruments, repurchase agreements
and securities loans, restricted securities, short sales, swap agreements,
and warrants.
Because of the income considerations, investors should not expect capital
appreciation comparable to the appreciation which could be achieved by
funds whose primary objective is capital appreciation. The Fund seeks a
yield from dividend and interest income exceeding that of the composite
dividend yield on securities comprising the S&P 500. While the
investment portfolio will not mirror the stocks in the S&P 500 (such a
fund is commonly referred to as an index fund), the yield on the overall
investment portfolio 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.
The Fund may make temporary investments in securities such as
investment-grade bonds or short-term notes for defensive purposes.
EQUITY PORTFOLIO GROWTH:
As a general rule, the Fund will invest in the securities of companies
whose growth in the areas of earnings or gross sales measured either in
dollars or in unit volume (either on an absolute or percentage basis) may
exceed that of the average of the companies whose securities are included
in the S&P 500. These securities generally command high multiples
(price/earnings ratios) in the stock markets over time. Above average
growth characteristics are most often associated with companies in new and
emerging areas of the economy but occasionally can be found in the stronger
companies of more mature and even declining industries. The Fund will,
therefore, be invested in the securities of smaller, less well-known
companies except when FMR believes that opportunities for above-average
growth are presented by larger, more mature companies which have undergone
reformation and revitalization or possess a strong position in relation to
the market as a whole.
The market price of securities with above average growth characteristics
often can experience a more sudden and more dramatic downward reaction to
negative news than is the case with securities carrying a lower market
multiple. This can be particularly true for companies with a narrow product
line or whose securities are relatively thinly-traded, characteristics
which are common to smaller, less well-known companies.
As a non-fundamental policy, at least 65% of the total assets of the
Fund normally will be invested in common and preferred stock. As a
non-fundamental policy, the fund may invest up to 35% of its total assets
in debt obligations of all types and quality, a high percentage of which
are expected to be convertible into common stocks. The Fund may invest in
lower-quality, high yielding debt securities (commonly referred to as "junk
bonds"), although as a non-fundamental policy, it intends to limit its
investments in these securities to 35% of its assets. The Fund also may
purchase or engage in foreign investments, indexed securities, illiquid
investments, loans and other direct debt instruments, options and futures
contracts, repurchase agreements and securities loans, restricted
securities, swap agreements, and warrants.
FIXED-INCOME FUNDS : Fixed Income Funds invest primarily in debt
securities (e.g., bonds, debentures, notes and similar obligations).
The share value of fixed-income funds tends to move inversely
with changes in prevailing interest rates. Shorter-term bonds are less
sensitive to interest rate changes, but longer-term bonds generally offer
higher yields. It also is important to note that high-yielding,
lower - quality bonds involve greater risks, because there is a
greater possibility of a financial reversal affecting the issuer's ability
to pay interest and principal on time. Share value and yield are not
guaranteed and will fluctuate based on the credit quality and changes in
interest rates.
LIMITED TERM BOND FUND:
The Fund seeks to provide a high rate of income through investment s
in high- and upper-medium grade fixed-income obligations, as follows:
(I) Corporate obligations which are rated AAA, AA, or A by S&P,
or Aaa, Aa, or A by Moody's;
(II) Obligations issued or guaranteed as to interest and principal
by the government of the U.S. , or any agency or instrumentality
thereof;
(III) Obligations (including certificates of deposit and bankers'
acceptances) of U.S. banks which at the date of investment have capital
gains, surplus, and undivided profits (as of the date of their most
recently published annual financial statements) in excess of $100,000,000;
(IV) Commercial paper which at the date of investment is rated A-1
or A-2 by S&P or Prime-1 or Prime-2 by Moody's or, if not rated, is
issued by companies which at the date of investment have an outstanding
debt issue rated AAA, AA, or A by S&P or Aaa, Aa, or A by Moody's; and
(V) Such other fixed-income instruments as the Board of Trustees, in
its judgment, deems to be of comparable quality to those enumerated above.
Instruments in which the Fund may invest include asset-backed
securities , collateralized mortgage obligations, convertible
securities, loans and other direct debt instruments, mortgage backed
securities and zero coupon securities.
FMR's standards for determining high- and upper-medium grades are
essentially the same as those described by S&P and Moody's as
characteristic of their ratings of A and above. Such instruments have
strong protection of principal and interest payments. In addition to
reliance on S&P's or Moody's ratings, FMR also performs its own credit
analysis. The Fund also may invest in unrated instruments, and may at times
purchase instruments rated below A if FMR judges them to be of comparable
quality to those rated A or better. Currently, the Fund does not intend to
invest in debt obligations rated below BBB. Investment-grade bonds are
generally of medium to high quality. Those rated in the lower end of the
category (Baa/BBB), however, may possess speculative characteristics and
may be more sensitive to economic changes and changes in the financial
condition of issue r s.
In addition, the Fund may seek capital appreciation when consistent with
its primary objective. In seeking capital appreciation, FMR will select
securities for the Fund based on its judgment as to economic and market
conditions and the prospects for interest rate changes.
The Fund may purchase or engage in foreign investments, indexed
securities, illiquid investments, loans and other direct debt instruments,
optional and futures contracts, repurchase agreements and securities loans,
restricted securities, and swap agreements. The Fund also may engage in
reverse repurchase agreements for temporary or emergency purposes and not
for investment purposes.
The Fund will maintain a dollar-weighted average maturity of 10 years or
less, defined herein as "limited term." As of November 30, 1993 the average
maturity was 8.12 years. Based on FMR's assessment of interest rate
trends, generally, the average maturity will be shortened when interest
rates are expected to rise and lengthened up to 10 years when interest
rates are expected to decline.
MUNICIPAL/TAX-EXEMPT FUNDS: Tax-Exempt funds invest primarily in
municipal securities which are issued by state and local governments and
their agencies to raise money for various public purposes, including
general purpose financing for state and local governments as well as
financing for specific projects or public facilities. Municipal securities
may be backed by the full taxing power of a municipality or by the revenues
from a specific project or the credit of a private organization. Some
municipal securities are insured by private insurance companies, while
others may be supported by letters of credit furnished by domestic or
foreign banks. FMR monitors the financial condition of parties (including
insurance companies, banks, and corporations) whose creditworthiness is
relied upon in determining the credit quality of securities the Funds may
purchase.
Yields on municipal bonds, and therefore the yield of Limited Term
Tax-Exempt depends on factors such as general market conditions, interest
rates, the size of a particular offering, the maturities of the obligations
and the quality of the issues. The ability of the Fund to achieve its
investment objective is also dependent on the continuing ability of the
issuers of the municipal obligations in which the Fund invests to meet its
obligations for the payment of interest and principal when due.
Bonds generally are considered to be interest rate sensitive, which
means that their values move inversely to interest rates. Long-term
municipals generally are more exposed to market fluctuations resulting from
changes in interest rates than are short-term municipals.
The Fund's investments in municipal securities may include fixed,
variable, or floating rate general obligations and revenues bonds
(including municipal lease obligations and resource recovery bonds); zero
coupon and asset-backed securities; inverse floaters; tax, revenue, or bond
anticipation notes; and tax-exempt commercial paper. The Fund may buy or
sell securities on a when-issued or delayed-delivery basis (including
refunding contracts), and may purchase restricted securities. The Funds may
also buy and sell options and futures contracts.
LIMITED TERM TAX-EXEMPT FUND:
The Fund will seek to achieve its objective by investing in a diversified
portfolio of municipal obligations whose interest payments are exempt from
federal income tax. These obligations, including industrial development
revenue bonds, are issued by or on behalf of states, territories, and
possessions of the United States and the District of Columbia and their
political subdivisions, agencies, and instrumentalities.
The Fund will invest in municipal obligations which, in the judgment of
FMR, are "high quality" or at least "upper-medium quality." The Fund's
standards for "high quality" and "upper-medium quality" obligations are
essentially the same as those described by Moody's in rating municipal
obligations within its three highest ratings of Aaa, Aa, and A and as those
described by S&P in rating such obligations within its three highest
ratings of AAA, AA and A. As a non-fundamental policy, the Fund will not
purchase a security rated by Moody's or S&P unless it has received at
least an A rating from either rating service.
The Fund may invest up to 20% of its total assets in municipal obligations
which are unrated by Moody's or S&P if, in the judgment of FMR, such
municipal obligations meet the standards of quality as set forth above.
Unrated bonds are not necessarily of lower quality and may have higher
yields than rated bonds, but the market for rated bonds is usually broader.
The Fund may engage in delayed delivery transactions and may purchase
restricted securities. The Fund also may purchase and sell futures
contracts and may purchase and write put and call options. The Fund may use
futures contracts and options to hedge a portion of its investments against
changes in value, or as an alternative to purchasing or selling actual
securities.
The Fund may invest up to 25% of its total assets in a single issuer's
securities. The Fund may invest any portion of its assets in industrial
revenue bonds (IRBs) backed by private issuers, and may invest up to 25% of
its total assets in IRBs related to a single industry. The Fund may also
invest 25% or more of its total assets in securities whose revenue sources
are from similar types of projects, e.g., education, electric utilities,
health care, housing, transportation, or water, sewer, and gas utilities
or whose issuers share the same geographic location . There may be
economic, business or political developments or changes that affect all
securities of a similar type. Therefore, developments affecting a single
issuer or industry, or securities financing similar types of projects,
could have a significant effect on the Fund's performance.
The Fund currently does not intend to invest in taxable obligations;
however, consistent with that portion of its investment objective concerned
with the preservation of capital, from time to time the Fund may invest a
portion (normally not to exceed 20%) of its net assets on a temporary basis
in fixed-income obligations whose interest is subject to federal income
tax. These taxable obligations may include repurchase agreements. The Fund
does not currently invest in AMT bonds.
INVESTMENT LIMITATIONS
Each Fund has adopted the following investment limitations designed to
reduce investment risk. The policies and limitations discussed below, and
in the Appendix beginning on page , are considered at the time of purchase.
With the exception of each Fund's borrowing policy, the sale of portfolio
securities is not required in the event of a subsequent change in
circumstances.
DIVERSIFICATION: These limitations do not apply to U.S. government
securities and are fundamental.
(bullet) Equity Portfolio Growth may not purchase a security if, as a
result, more than 5% of its total assets would be invested in the
securities of any issuer.
(bullet) With respect to 75% of its total assets each other
Fund may not purchase a security if, as a result, more than 5% of its
total assets would be invested in the securities of any issuer.
(bullet) Limited Term Tax-Exempt may not purchase the securities of any
issuer if, as a result, more than 25% of its total assets would be in
industrial revenue bonds whose issuers are in any one industry.
(bullet) Each Fund may not purchase a security if, as a result, it
would hold more than 10% of the outstanding voting securities of any issuer
(except that Equity Portfolio Income, may invest up to 25% of it s
total assets without regard to this limitation).
(bullet) E ach other Fund may not purchase the securities of
any issuer 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.
BORROWING: The following limitation are fundamental.
(bullet) Each Fund may borrow money for temporary or emergency
purposes in an amount not exceeding 33 1/3% of the value of its total
assets.
(bullet) Limited Term Bond and Limited Term Tax-Exempt may not purchase
any security while borrowings representing more than 5% of its total assets
are outstanding.
The following limitations are non-fundamental.
(bullet) Equity Portfolio Income and Equity Portfolio Growth may
not purchase any security while borrowings representing more than 5% of its
total assets are outstanding.
(bullet) Each Fund may borrow money from banks or from other
funds advised by FMR or by engaging in reverse repurchase
agreements.
LENDING: Percentage limitations are fundamental.
(bullet) Limited Term Tax-Exempt does not currently intend to
engage in repurchase agreemtns or make loans (but this limitation
does not apply to purchases of debt securities).
(bullet) Each other Fund (a) may lend securities when the loan is fully
collateralized; and (b) may lend money to other funds advised by FMR or an
affiliate. Each Fund will limit loans in the aggregate to 33 1/3% of its
total assets.
Each Fund h as received permission from the SEC to lend money to and
borrow money from other funds advised by FMR or its affiliates.
Limited Term Tax-Exempt will participate only as a borrower. If a
Fund borrows money, its share price may be subject to greater fluctuation
until the borrowing is paid off. To this extent, purchasing securities when
borrowings are outstanding may involve an element of leverage.
As a non-fundamental policy, each Fund may not purchase a security if as
a result more than 10% of its assets would be invested in illiquid
investments.
FEES AND EXPENSES
MANAGEMENT AND OTHER SERVICES. For managing its investments and business
affairs, each Fund pays a monthly fee to FMR.
Each Fund (with the exception of Equity Portfolio Income, see below)
pay s a monthly fee to FMR based on a basic fee rate, which is the
sum of two components:
1. A group fee rate based on the monthly average net assets of all of the
mutual funds advised by FMR. This rate for Equity Funds cannot rise above
.52% and it drops (to as low as a marginal rate of .31%*) as total assets
in all of these funds rise. The effective Equity Fund group fee rate for
November 1993 was .3250 %. The group fee rate for Fixed-Income Funds
cannot rise above .37% and it drops (to as low as a marginal rate of .15%*)
as total assets in all of these funds rise. The effective Fixed-Income
group fee rate for November 1993 was .1627 %.
2. An individual fund fee rate, which varies for each Fund.
* FMR VOLUNTARILY AGREED TO ADOPT REVISED GROUP FEE RATE SCHEDULES WHICH
PROVIDE FOR A MARGINAL RATE AS LOW AS .285% ( E QUITY FUNDS)
AND .1325% ( F IXED- I NCOME FUNDS) WHEN AVERAGE GROUP
NET ASSETS EXCEED $336 BILLION. A NEW MANAGEMENT CONTRACT WITH A REVISED
GROUP FEE RATE SCHEDULE WILL BE PRESENTED FOR APPROVAL AT EACH FUND'S NEXT
SHAREHOLDER MEETING.
One-twelfth of the annual management fee rate is applied to each Fund's net
assets averaged over the most recent month, giving a dollar amount which is
the management fee for that month.
Equity Portfolio Income pays FMR a monthly management fee of an annual rate
of .50% of its average net assets.
The following are the individual fund fee rates and total management fees
for each Fund s most recent fiscal year end .

<TABLE>
<CAPTION>
<S> <C> <C>
INDIVIDUAL TOTAL
FUND FEE (AS MANAGEMENT FEE
A PERCENTAGE (AS A PERCENT OF
OF AVERAGE AVERAGE NET
NET ASSETS) ASSETS) BEFORE
REIMBURSEMENTS,
IF ANY

EQUITY FUNDS:

Equity Portfolio Income n/a .50 %

Equity Portfolio Growth .33% .66 %

FIXED INCOME FUNDS:

Limited Term Bond . 25 % . 49 %

Limited Term Tax-Exempt . 25 % . 42 %

</TABLE>

FMR may, from time to time, agree to reimburse a Fund for expenses
(excluding interest, taxes, brokerage commissions, and extraordinary
expenses) above a specified percentage of average net assets. FMR retains
the ability to be repaid by a Fund for these expense reimbursements in the
amount that expenses fall below the limit prior to the end of the fiscal
year. Fee reimbursements by FMR will increase a Fund's yield and total
return, and repayment by a Fund will lower its yield and total
return. FMR voluntarily agreed to reimburse expenses of Limited Term
Tax-Exempt to the extent that expenses exceed .65% of the average net
assets.
FMR has entered into sub-advisory agreements on behalf of Equity
Portfolio Income, and Equity Portfolio Growth. Sub-advisors provide
research and investment advice and research services with respect to
companies based outside the United States and may grant sub-advisors
investment management authority as well as the authority to buy and sell
securities if FMR believes it would be beneficial to a Fund.
Equity Portfolio Income and Equity Portfolio Growth have entered into
sub-advisory agreements with Fidelity Management & Research (U.K.) Inc.
(FMR U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far
East). FMR U.K. focuses primarily on companies based in Europe, and FMR Far
East focuses primarily on companies based in Asia and the Pacific Basin.
Under the sub-advisory agreements, FMR, and not the Fund, pays FMR U.K. and
FMR Far East fees equal to 110% and 105%, respectively, of each
sub-advisor's costs incurred in connection with its sub-advisory agreement.

Fidelity Investments Institutional Operations Company (the " transfer
agent "), an affiliate of FMR, 82 Devonshire Street, Boston,
Massachusetts 02109, is each Fund's transfer and dividend paying
agent (with the exception of Limited Term Tax-Exempt, see below) .
Each Fund pays the transfer agent fees based on the type, size and
number of accounts in a Fund and the number of monetary transactions made
by shareholders. For the most recent fiscal year, the fee for
transfer agency services amounted to $ 239,364 (Equity Portfolio
Income) , $ 324,822 (Equity Portfolio Growth), $ 180,350
(Limited Term Bond) and $11,310 (Limited Term Tax-Exempt) ,
respectively.
Fidelity Service Co. (Service), 82 Devonshire Street, Boston, Massachusetts
02109, an affiliate of FMR, calculates each Fund's daily share price
and maintains its general accounting records (with the exception of
Limited Term Tax-Exempt, see below). For those Funds which can engage in
securities lending, Service also administers its securities lending
program. The fees for pricing and bookkeeping services are based on a
Fund's average net assets, but must fall within a range of $45,000 to
$750,000 per year. For the most recent fiscal year ended, each Fund's fees
for pricing and bookkeeping services (including related out-of-pocket
expenses) amounted to: $ 113,026 (Equity Portfolio Income);
$ 234,813 (Equity Portfolio Growth) and $ 81,106 (Limited Term
Bond).
United Missouri Bank, N.A. (United Missouri), 1010 Grand Avenue, Kansas
City, Missouri 64106, acts as the custodian, transfer and pricing and
bookkeeping agent for Limited Term Tax-Exempt Fund. United Missouri has a
sub-arrangement with the transfer agent for transfer agent services
and a sub-arrangement with Service for pricing and bookkeeping services.
For the most recent fiscal year ended, fees paid to the transfer
agent and Service (including related out-of-pocket expenses) amounted
to $ 11,310 and $ 45,724 , respectively. All of the fees are
paid to the transfer agent and Service by United Missouri, which is
reimbursed by the Fund for such payments.
Each Fund's operating expenses include custodial, legal and accounting
fees, charges to register a Trust or Fund with federal and state regulatory
authorities and other miscellaneous expenses. Each Fund's total operating
expenses after reimbursement, if any, as a percent of average net assets,
for the most recent fiscal year ended were as follows: .79 % (Equity
Portfolio Income); .94 % (Equity Portfolio Growth); .64 %
(Limited Term Bond); .65 % (Limited Term Tax-Exempt). If FMR had not
reimbursed Limited Term Tax-Exempt Fund, total operating expenses for the
most recent fiscal year ended would have been .83 %.
DISTRIBUTION AND SERVICE PLAN. The Board of Trustees of each Fund
have adopted a Distribution and Service Plan (the Plan) on behalf of the
Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
Rule). The Rule provides in substance that a mutual fund may not engage
directly or indirectly in financing any activity that is intended primarily
to result in the sale of shares of the Fund except pursuant to a plan
adopted by the Fund under the Rule. The Board of Trustees has adopted the
Plan to allow each Fund and FMR to incur certain expenses that might be
considered to constitute direct or indirect payment by each Fund of
distribution expenses. No separate payments by each Fund are authorized
under the Plan. Rather, the Plan recognizes that FMR may use its management
fee and other resources to pay expenses associated with activities
primarily intended to result in the sale of Fund shares. It also provides
that FMR may make payments from these sources to securities dealers and
banks having agreements with Distributors (investment professionals) that
provide shareholder support services or engage in the sale of Fund shares.
The Board of Trustees has not authorized such payments.
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 fully defined, in Distributors' opinion it
should not prohibit banks from being paid for shareholder servicing and
recordkeeping. If, because of changes in law or regulation, or because of
new interpretations of existing law, a bank or a Fund were prevented from
continuing these arrangements, it is expected that the Board would make
other arrangements for these services and that shareholders would not
suffer adverse financial consequences. 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.
FUND SHARES VALUATION
A Fund's shares are valued at net asset value (NAV). NAV is determined for
shares of each Fund by adding the value of all security holdings and other
assets of the Fund, deducting liabilities allocated to each class (when
appropriate), and then dividing the result by the proportional number of
shares of the Fund outstanding in a class.
NAV normally is calculated as of the close of business of the NYSE
(normally 4:00 p.m. Eastern time). The Funds are open for business and NAV
is calculated each day the NYSE is open for trading. Fund securities and
other assets are valued primarily on the basis of market quotations
furnished by pricing services, or if quotations are not available, by a
method that the Board of Trustees believes accurately reflects fair value.
Foreign securities are valued based on quotations from the primary market
in which they are traded and are converted from the local currency into
U.S. dollars using current exchange rates.
FUND PERFORMANCE
Each Fund's performance may be quoted in advertising in terms of total
return. All performance information is historical and is not intended to
indicate future performance. Share price and total return fluctuate
in response to market conditions and other factors, and the value of a
Fund's shares when redeemed may be worth more or less than their original
cost. TOTAL RETURN is the change in value of an investment in a
Fund 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.
The Funds also may quote performance in terms of yield. 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. Limited Term Tax-Exempt Fund may quote a TAX-EQUIVALENT
YIELD, which show s the taxable yield a n investor would have
to earn after taxes to equal the Fund's tax free yield. A
TAX-EQUIVALENT YIELD is calculated by dividing a Fund's yield by the
result of one minus a stated federal tax rate. Because yield calculations
differ 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, the Funds 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 . Fixed Income Funds, including Tax-Exempt
Funds, may also quote distribution rate, which reflects the Fund's income
dividends to its shareholders, divided by the Fund's offering price for
each day in a given period. Other illustrations of performance may show
moving averages over specified periods.
PORTFOLIO TRANSACTIONS
FMR uses various brokerage firms to carry out each Fund's equity security
transactions. Fixed-income securities are generally traded in the
over-the-counter market through broker-dealers. A broker-dealer is a
securities firm or bank which makes a market for securities by offering to
buy at one price and sell at a slightly higher price. The difference is
known as a spread. Foreign securities are normally traded in foreign
countries since the best available market for foreign securities is often
on foreign markets. In transactions on foreign stock exchanges, except in
Canada, brokers' commissions are generally fixed and are often higher than
in the United States, where commissions are negotiated. Since FMR ,
directly or through affiliated subadvisers, places a large number
of transactions, including those of Fidelity's other F unds ,
the Funds pay lower commissions than those paid by individual investors,
and broker-dealers are willing to work with the Funds on a more favorable
spread.
The Funds have authorized FMR to allocate transactions to some
broker-dealers who help distribute the Fund's shares or the shares of
Fidelity's other funds to the extent permitted by law, and on an agency
basis , to Fidelity Brokerage Services, Inc. (FBSI) and Fidelity
Brokerage Services Ltd. (FBSL), affiliates of FMR. FMR will make such
allocations if commissions are comparable to those charged by
non-affiliated qualified broker-dealers for similar services.
FMR may also allocate brokerage transactions to a Fund's custodian,
acting as a broker-dealer, or other broker-dealers, so long as transaction
quality and commission rates are comparable to th ose of other
broker-dealers, where the broker-dealer s will allocate a
portion of the commissions paid toward payment of a Fund's expenses. These
expenses currently include transfer agent and custodian fees.
Higher commissions may be paid to those firms that provide research,
valuation and other services to the extent permitted by law. FMR also is
authorized to allocate brokerage transactions to FBSI in order to secure
from FBSI research services produced by third party, independent entities.
FMR may use this research information in managing each Fund's assets, as
well as assets of other clients.
When consistent with its investment objective, each Fixed-Income Fund may
engage in short-term trading. Also, a security may be sold and another of
comparable quality simultaneously purchased to take advantage of what FMR
believes to be a temporary disparity in the normal yield relationship of
the two securities.
The frequency of portfolio transactions - the turnover rate - will vary
from year to year depending on market conditions. Each Fund's turnover rate
for the most recent fiscal year ended was: 120 % ( Equity Portfolio
Income); 160 % (Equity Portfolio Growth); 59 % (Limited Term
Bond); and 46 % (Limited Term Tax-Exempt) . Because a high
turnover rate increases transaction costs and may increase taxable capital
gains, FMR carefully weighs the anticipated benefits of short-term
investing against these consequences.
THE TRUSTS AND THE FIDELITY ORGANIZATION
Each Trust is an open-end diversified management investment company. Each
Trust was established by a separate Declaration of Trust as Massachusetts
business trusts on each date as follows: June 24, 1983, Fidelity Advisor
Series I; May 17, 1982, Fidelity Advisor Series III; May 6, 1983, Fidelity
Advisor Series IV; June 1, 1983, Fidelity Advisor Series VI. Each above
Trust amended its Declaration of Trust on May 5, 1993. Each Trust has its
own Board of Trustees that supervises Fund activities and reviews the
Fund's contractual arrangements with companies that provide the Funds with
services. As Massachusetts business trusts, the Funds are not required to
hold annual shareholder meetings, although special meetings may be called
for a class of shares, a Fund or a Trust as a whole for purposes such as
electing or removing Trustees, changing fundamental investment policies or
limitations or approving a management contract or plan of distribution.
Shareholders receive one vote for each share and fractional votes for
fractional shares of the Fund. For shareholders of Equity Portfolio
Income, 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, or each Fund if a matter affects just that class of shares or Fund,
respectively. There is a remote possibility that one Fund might become
liable for any misstatement in the Prospectus about another Fund. Each
class of shares is offered by separate prospectus.
Fidelity Advisor Equity Portfolio Income, Fidelity Advisor Equity
Portfolio Growth, Fidelity Advisor Limited Term Bond and Fidelity Advisor
Limited Term Tax-Exempt are comp o sed of two classes of shares,
one sold to retail shareholders investing through an investment
professional ("retail class") and the other sold to institutional
shareholders. Both classes of shares of a Fund share a common investment
objective and investment portfolio. Retail class shares are offered to
investors who engage an investment professional for investment advice, with
a maximum 4.75% sales charge (a portion of which is paid to the investment
professional). The initial and subsequent investment minimums for retail
class shares are $2,500 and $250, respectively. The minimum account balance
for retail class investors is $1,000. Reduced sales charges are applicable
to purchases of $50,000 or more of retail class shares of the Fund alone or
in combination with purchases of shares of certain other Fidelity Advisor
Funds. Retail class investors also may qualify for a reduction in sales
charge under the Rights of Accumulation or Letter of Intent programs. Sales
charges are waived for certain groups of investors. In addition, retail
class investors may participate in various investment programs.
Retail class investors may elect the Directed Dividends Option for
distributions from a Fund. Retail class shares of each Fund may be
exchanged for shares of certain other Fidelity Advisor Funds. Retail class
also offers a Systematic Exchange Plan for automatic periodic exchanges.
Retail class shares offer a Reinstatement Privilege and a Systematic
Withdrawal Plan. Transfer and shareholder servicing for retail class shares
of Equity Portfolio Income, Equity Portfolio Growth, and Limited Term
Bond is performed by State Street Bank and Trust Company and through a
sub-contractual arrangement with United Missouri for retail class shares
of Limited Term Tax-Exempt Fund. For the fiscal year ended
November 30, 1993, total operating expenses for the retail class shares
of Equity Portfolio Income (after reimbursement), Equity
Portfolio Growth , Limited Term Bond, and Limited Term Tax-Exempt
were 1.77 %, 1.84 %, 1.23 %, and .90 % ,
respectively , of average net assets. Because it has higher total
expenses, retail class will generally have a lower return than
institutional class.
Under their Distribution and Service Plans, the retail class shares of
Equity Portfolio Income and Equity Portfolio Growth each pay .65% (the
Board can approve a maximum rate of .75%); Limited Term Bond and Limited
Term Tax-Exempt each pay .25% (the Board can approve a maximum rate of
.40%). All or a portion of the distribution fee is paid to investment
professionals that provide shareholder support services or sell retail
class shares. (Investment professionals do not receive any compensation for
selling, or providing shareholder support services to the holders of
non-retail fund shares.)
Fidelity Investments is one of the largest investment management
organizations in the U.S. and has its principal business address at 82
Devonshire Street, Boston, MA 02109. It includes a number of different
companies that provide a variety of financial services and products. The
Trusts employ various Fidelity companies to perform certain activities
required to operate the Funds.
Fidelity Management & Research Company is the original Fidelity company
founded in 1946. It provides a number of mutual funds and other clients
with investment research and portfolio management services. It maintains a
large staff of experienced investment personnel and a full complement of
related support facilities. As of December 31 , 1993, FMR advised
funds having approximately 200 million shareholder accounts with a
total value of more than $ 200 billion. Fidelity Distributors Corp.
distributes shares for the Fidelity funds.
FMR Corp. is the parent company for the Fidelity companies. Through
ownership of voting common stock, Edward C. Johnson 3d (President and a
Trustee of the Trust ), Johnson family members, and various trusts
for the benefit of Johnson family members form a controlling group with
respect to FMR Corp.
Bettina E. Doulton has been manager of , Advisor Equity
Portfolio Income since August 1993, and VIP Equity-Income since July 1993.
Previously, she managed select Automotive Portfolio and assisted on
Fidelity Equity-Income Portfolio and on Magellan(Registered trademark).
Ms. Doulton also served as an analyst following the domestic and European
automotive and tire manufacturing industry as well as the gaming and
lodging industry. Ms. Doulton joined Fidelity in 1985.
Michael S. Gray is vice president and manager of Advisor
Limited Term Bond , which he had managed since August 1987. Mr.
Gray also manages Fidelity Investment Grade Bond, Spartan Investment
Grade Bond and Intermediate Bond. Mr. Gray joined Fidelity in 1982.
John (Jack) F. Haley Jr. is vice president and manager of
Advisor Limited Term Tax-Exempt , which he has managed since
1985 . Mr. Haley also manages California Tax-Free Insured,
California Tax-Free High Yield , and Spartan California Municipal
High Yield. Mr. Haley joined Fidelity in 1981.
Robert E. Stansky is vice president and manager of Advisor Equity
Portfolio Growth , which he has managed since April 1987. Mr. Stansky
also manag es Growth Company . Previously, he managed Emerging Growth
and Select Defense and Aerospace. Mr. Stansky joined Fidelity in 1983.
APPENDIX
The following paragraphs provide a brief description of securities in which
the Funds may invest and transactions they may make. Consistent with its
investment objective and policies, each Fund may invest in or engage in one
or more of the following securities transactions. However, the Funds are
not limited by this discussion and may invest in or engage one or more of
the following securities or transactions. However, the Funds are not
limited by this discussion and may purchase other types of securities and
enter into other types of transactions if they are consistent with a Fund's
investment objective and policies.
DELAYED-DELIVERY TRANSACTIONS Securities may be bought and sold on a
when-issued or delayed-delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this
way may change before the delivery date which could increase fluctuations
in a Fund's share price and yield. Ordinarily, a Fund will not earn
interest on securities purchased until they are delivered.
FOREIGN INVESTMENTS which involve additional risks. Foreign
securities and securities denominated in or indexed to foreign currencies
may be affected by the strength of foreign currencies relative to the U.S.
dollar, or by political or economic developments in foreign countries.
Foreign companies may not be subject to accounting standards or
governmental supervision comparable to U.S. companies, and there may be
less public information about their operations. In addition, foreign
markets may be less liquid or more volatile than U.S. markets, and may
offer less protection to investors such as a Fund . These risks are
typically greater for investments in less developed countries whose
governments and financial markets may be more susceptible to adverse
political and economic developments. FMR considers these factors in making
investments for a Fund.
A Fund may enter into currency exchange contracts (agreements
to exchange one currency for another at a future date) to manage currency
risks and to facilitate transactions in foreign securities. Although
currency forward contracts can be used to protect the Fund from adverse
exchange rate changes, they involve a risk of loss if FMR fails to predict
foreign currency values correctly.
ILLIQUID INVESTMENTS. Under the supervision of the Board of Trustees, FMR
determines the liquidity of each Fund's investments. The absence of a
trading market can make it difficult to ascertain a market value for
illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for a Fund to sell them promptly at an acceptable price.
INDEXED SECURITIES. I ndexed securities value s are
linked to currencies, interest rates, commodities, indices, or other
financial indicators. Most indexed securities are short to intermediate
term fixed-income securities whose values at maturity or interest rates
rise or fall according to the change in one or more specified underlying
instruments. Indexed securities may be positively or negatively indexed
(i.e., their value may increase or decrease if the underlying instrument
appreciates), and may have return characteristics similar to direct
investments in the underlying instrument or to one or more options on the
underlying instrument. Indexed securities may be more volatile than the
underlying instrument itself.
INTERFUND BORROWING PROGRAM Interfund loans and borrowings normally
will extend overnight, but can have a maximum duration of seven days. A
Fund will lend through the program only when the returns are higher
than those available at the same time from other short-term instruments
(such as repurchase agreements), and will borrow through the program only
when the costs are equal to or lower than the cost of bank loans. Each Fund
will not lend more than 5% ( Equity Funds) or 7.5% (Fixed-Income
Funds ) of its assets to other funds, and will not borrow through the
program if, after doing so, total outstanding borrowings would exceed 15%
of total assets. Loans may be called on one day's notice, and 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 cost s.

LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts
owed by a corporate, governmental or other borrower to another party. They
may represent amounts owed 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 involve the risk
of loss in case of default or insolvency of the borrower and may
offer less legal protection to the Fund in the event of fraud or
misrepresentation . In addition, loan participations involve a risk
of insolvency of the lending bank or other financial intermediary. Direct
debt instruments may also include standby financing commitments that
obligate the Fund to supply additional cash to the borrower on demand.
LOWER-QUALITY DEBT SECURITIES are those rated Ba or lower by Moody's
or BB or lower by S&P that have poor protection against default
in the payment of principal and interest 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-rated debt securities may fluctuate more than
those of higher-rated debt securities, and may decline significantly in
periods of general economic difficulty, which may follow periods of rising
interest rates. See "Debt Obligations" on page .
MORTGAGE-BACKED SECURITIES are issued by government entities and
non-government entities such as banks, mortgage lenders, or other financial
institutions.
A mortgage-backed security may be 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 each Fund may invest in them if FMR determines they are consistent with
a 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.
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.
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 on 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.
A Fund may purchase units of beneficial interest in pools of
purchase contracts, financing leases, and sales agreements entered into by
municipalities. These municipal obligations may be created when a
municipality enters into an installment purchase contract or lease with a
vendor and may be secured by the assets purchased or leased by the
municipality. However, except in very limited circumstances, there will be
no recourse against the vendor if the municipality stops making payments.
The market for tax-exempt asset-backed securities is still relatively new.
These obligations are likely to involve unscheduled prepayments of
principal.
OPTIONS AND FUTURES CONTRACTS are bought and sold to manage a
Fund's exposure to changing interest rates, security prices, and
currency exchange rates. Some options and futures strategies, including
selling futures, buying puts, and writing calls, tend to hedge a Fund's
investment against price fluctuations. Other strategies, including buying
futures, writing puts, and buying calls, tend to increase market exposure.
Options and futures may be combined with each other or with forward
contracts in order to adjust the risk and return characteristics of the
overall strategy. A Fund may invest in options and futures based on
any type of security, index, or currency, including options and futures
traded on foreign exchanges and options not traded on exchanges.
Options and futures can be volatile investments, and involve certain risks.
If FMR applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower a Fund's return. A
Fund could also experience losses if the prices of its options and futures
positions were poorly correlated with its other investments, or if it could
not close out its positions because of an illiquid secondary market.
Options and futures do not pay interest, but may produce taxable capital
gains.
Each Fund will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions. In
addition each Fund will not buy futures or write puts whose underlying
value exceeds 25% of its total assets, and will not buy calls with a value
exceeding 5% of its total assets.
REPURCHASE AGREEMENTS AND SECURITIES LOANS. In a repurchase agreement, a
Fund buys a security at one price and simultaneously agrees to sell it back
at a higher price. A Fund may also make securities loans to broker-dealers
and institutional investors, including FBSI. In the event of the bankruptcy
of the other party to either a repurchase agreement or a securities loan, a
Fund could experience delays in recovering its cash or the securities it
lent. To the extent that, in the meantime, the value of the securities
purchased had decreased or the value of the securities lent had increased,
a Fund could experience a loss. In all cases, FMR must find the
creditworthiness of the other party to the transaction satisfactory.
RESTRICTED SECURITIES are securities which cannot be sold to the
public without registration under the Securities Act of 1933 . Unless
registered for sale, these securities can only be sold in privately
negotiated transactions or pursuant to an exemption from registration.
SHORT SALES. If a Fund enter s into short sales with respect
to stocks underlying its convertible security holdings , t hese
transactions may help to hedge against the effect of stock price declines,
but may result in losses if a convertible security's price does not track
the price of its underlying equity . Under normal conditions,
c onvertible securities hedged with short sales are not currently
expected to exceed 15% of a Fund's total assets.
SWAP AGREEMENTS. As one way of managing its exposure to different
types of investments, a Fund may enter into interest rate
swaps, currency swaps, and other types of swap agreements such as caps,
collars, and floors. In a typical interest rate swap, one party agrees to
make regular payments equal to a floating interest rate times a "notional
principal amount," in return for payments equal to a fixed rate times the
same amount, for a specified period of time. If a swap agreement provides
for payments in different currencies, the parties might agree to exchange
the notional principal amount as well. Swaps may also depend on other
prices or rates, such as the value of an index or mortgage prepayment
rates.
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
right 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 the 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.
Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks
assumed. As a result, swaps can be highly volatile and may have a
considerable impact on a Fund's performance. Swap agreements are subject to
risks related to the counterparty's ability to perform, and may decline in
value if the counterparty's creditworthiness deteriorates. A Fund may also
suffer losses if it is unable to terminate outstanding swap agreements or
reduce its exposure through offsetting transactions.
VARIABLE OR FLOATING RATE OBLIGATIONS, including certain participation
interests in municipal obligations, have interest rate adjustment formulas
that help to stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit the fund to sell
them at par value plus accrued interest on short notice.
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 daily dividend, 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 or a government agency.
DEBT OBLIGATIONS. The table below provides a summary of ratings assigned to
debt holdings (not including money market instruments) of Funds
which have the ability to invest over 5% in lower-rated debt
securities. These figures are dollar-weighted averages of month-end
portfolio holdings during the thirteen months ended November 30, 1993
(Equity Portfolio Income ) , presented as a percentage of total
investments. These percentages are historical and are not necessarily
indicative of the quality of current or future portfolio holdings, which
may vary.
MOODY'S RATING & PERCENTAGE OF INVESTMENT

<TABLE>
<CAPTION>
<S> <C> <C> <C>
MOODY'S EQUITY
EQUITY DESCRIPTION
RATING PORTFOLIO
PORTFOLIO INVESTMENT GRADE
INCOME GROWTH

Aaa/Aa/A 1.02% --% Highest quality/high quality/

upper medium grade

Baa 0 . 77 % --% Medium grade

LOWER QUALITY

Ba 1.25 % --% Moderately speculative

B 1.29 % 0.07% Speculative

Caa 0. 06 % --% Highly speculative

Ca/C -- % --% Poor quality/lowest quality,
no interest

</TABLE>

S&P RATING & PERCENTAGE OF INVESTMENT

<TABLE>
<CAPTION>
<S> <C> <C> <C>
S&P EQUITY EQUITY DESCRIPTION
RATING PORTFOLIO
PORTFOLIO INVESTMENT GRADE
INCOME GROWTH

AAA/AA/A 1.03% --% Highest quality/high quality/

upper medium grade

BBB 0.84 % --% Medium grade

LOWER QUALITY

BB 0.98 % --% Moderately speculative

B 1.35% 0.07% Speculative

CCC 0.15 % --% Highly speculative

CC/C --% --% Poor quality/lowest quality,
no interest

D 0.03 % --% In default, in arrears

</TABLE>

The dollar-weighted average of debt securities not rated by either Moody's
or S&P amounted to .57 % (Equity Portfolio Income) and 0%
(Equity Portfolio Growth) of total investments. This may include
securities rated by other nationally recognized rating organizations, as
well as unrated securities. Unrated securities are not necessarily
lower-quality securities. Please refer to the Statement of Additional
information for a more complete discussion of these ratings.
THE FOLLOWING DESCRIBES MUNICIPAL INSTRUMENTS:
MUNICIPAL SECURITIES include GENERAL OBLIGATION SECURITIES , which
are backed by the full taxing power of a municipality, and revenue
securities, which are backed by the revenues of a specific tax, project, or
facility. INDUSTRIAL REVENUE BONDS are a type of revenue bond backed by the
credit and security of a private issuer and may involve greater risk.
PRIVATE ACTIVITY MUNICIPAL SECURITIES, which may be subject to the federal
alternative minimum tax, include securities issued to finance housing
projects, student loans, and privately - owned solid waste disposal
and water and sewage treatment facilities.
TAX AND REVENUE ANTICIPATION NOTES are issued by municipalities in
expectation of future tax or other revenues, and are payable from those
specific taxes or revenues. BOND ANTICIPATION NOTES normally provide
interim financing in advance of an issue of bonds or notes, the proceeds of
which are used to repay the anticipation notes. TAX-EXEMPT COMMERCIAL PAPER
is issued by municipalities to help finance short-term capital or operating
needs.
MUNICIPAL LEASE OBLIGATIONS are issued by a state or local government or
authority to acquire land and a wide variety of equipment and facilities.
These obligations typically are not fully backed by the municipality's
credit, and their interest may become taxable if the lease is assigned. If
funds are not appropriated for the following year's lease payments, the
lease may terminate, with the possibility of significant loss to the Fund.
CERTIFICATES OF PARTICIPATION in municipal lease obligations or
installment sales contracts entitle the holder to a proportionate interest
in the lease-purchase payments made.
RESOURCE RECOVERY BONDS are a type of revenue bond issued to build
facilities such as solid waste incinerators or waste-to-energy plants.
Typically, a private corporation will be involved, at least during the
construction phase, and the revenue stream will be secured by fees or rents
paid by municipalities for use of the facilities. The viability of a
resource recovery project, environmental protection regulations, and
project operator tax incentives may affect the value and credit quality of
resource recovery bonds.
A DEMAND FEATURE is a put that entitles the security holder to
repayment of the principal amount of the underlying security, upon notice,
at any time or at specified intervals. A standby commitment is a put that
entitles the security holder to same-day settlement at amortized cost plus
accrued interest.
Issuers or financial intermediaries who provide demand features or standby
commitments often support their ability to buy securities on demand by
obtaining letters of credit (LOCs) or other guarantees from domestic or
foreign banks. LOCs also may be used as credit supports for other types of
municipal instruments. FMR may rely upon its evaluation of a bank's credit
in determining whether to purchase an instrument supported by an LOC. 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.
INVERSE FLOATERS are instruments whose interest rates bear an
inverse relationship to the interest rate on another security or the value
of an index. Changes in the interest rate on the other security or index
inversely affect the residual interest rate paid on the inverse floater,
with the result that the inverse floater's price will be considerably more
volatile than that of a fixed-rate bond. For example, a municipal issuer
may decide to issue two variable rate instruments instead of a single
long-term, fixed-rate bond. The interest rate on one instrument reflects
short-term interest rates, while the interest rate on the other instrument
(the inverse floater) reflects the approximate rate the issuer would have
paid on a fixed-rate bond, multiplied by two, minus the interest rate paid
on the short-term instrument. Depending on market availability, the two
portions may be recombined to form a fixed-rate municipal bond. The market
for inverse floaters is relatively new.
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 the 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.
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO INCOME
ANNUAL REPORT
NOVEMBER 30, 1993
PERFORMANCE UPDATE
$100,000 OVER TEN YEARS

$395,468
$341,026
$100,000 OVER TEN YEARS: LET'S SAY YOU INVESTED $100,000 IN FIDELITY
ADVISOR INSTITUTIONAL EQUITY PORTFOLIO INCOME (INSTITUTIONAL CLASS) ON
NOVEMBER 30, 1983. BY NOVEMBER 30, 1993, THE VALUE OF YOUR INVESTMENT WOULD
HAVE GROWN TO $341,026 - A 241.03% INCREASE ON YOUR INITIAL INVESTMENT. FOR
COMPARISON, LOOK AT HOW A $100,000 INVESTMENT IN THE S&P 500 (WITH
DIVIDENDS REINVESTED) DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN TO
$395,468 - A 295.47% INCREASE.
CUMULATIVE TOTAL RETURNS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

One Five Ten
Year Years Years

INSTITUTIONAL EQUITY
PORTFOLIO INCOME 18.90% 76.89% 241.03
%

S&P 500(Registered trademark) 10.10% 98.31 295.47
% %

AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

One Five Ten
Year Years Years

INSTITUTIONAL EQUITY
PORTFOLIO INCOME 18.90% 12.08% 13.05%

S&P 500(Registered trademark) 10.10% 14.67% 14.74%

TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS
AND CAPITAL GAINS. FIGURES FOR THE S&P 500, AN UNMANAGED INDEX OF
COMMON STOCK PRICES, INCLUDE REINVESTMENT OF DIVIDENDS. S&P 500 IS A
REGISTERED TRADEMARK OF STANDARD & POOR'S CORPORATION.
AVERAGE ANNUAL TOTAL RETURNS FOR MORE THAN ONE YEAR ASSUME A STEADY
COMPOUNDED RATE OF RETURN AND ARE NOT THE FUND'S YEAR-BY-YEAR RESULTS,
WHICH FLUCTUATED OVER THE PERIODS SHOWN.
FOR THE PERIOD ENDED NOVEMBER 30, 1993, FIDELITY ADVISOR EQUITY PORTFOLIO
INCOME (RETAIL CLASS) SHARES' CUMULATIVE TOTAL RETURNS WERE 18.03%, 75.31%,
AND 237.99% FOR ONE YEAR, FIVE YEARS, AND TEN YEARS, RESPECTIVELY. FOR THE
PERIOD ENDED NOVEMBER 30, 1993, RETAIL CLASS SHARES' AVERAGE ANNUAL TOTAL
RETURNS (WHICH INCLUDE THE EFFECT OF THE 4.75% SALES CHARGE) WERE 12.42%,
10.80%, AND 12.40% FOR ONE YEAR, FIVE YEARS, AND TEN YEARS, RESPECTIVELY.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE AND RETURN
WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.

AN INTERVIEW WITH
BETTINA DOULTON,
PORTFOLIO MANAGER OF
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO INCOME
WE'VE PROVIDED THE FOLLOWING MARKET RECAP AS CONTEXT FOR THE MANAGER'S
INTERVIEW:
LOW INFLATION, FALLING INTEREST RATES AND A GRADUALLY IMPROVING ECONOMY
BOOSTED U.S. STOCKS DURING THE 12 MONTHS ENDED NOVEMBER 30, 1993. THE
STANDARD & POOR'S 500 INDEX - A BROAD MEASURE OF U.S. STOCK PERFORMANCE
- - ROSE 10.10%, IN LINE WITH THE MARKET'S LONG-TERM AVERAGE ANNUAL RETURN.
CONTINUED POOR PERFORMANCE BY TOBACCO, DRUG AND BRAND-NAME CONSUMER
PRODUCTS STOCKS WAS OFFSET BY IMPRESSIVE RESULTS IN OTHER SECTORS,
INCLUDING TECHNOLOGY, ALTHOUGH SEMICONDUCTORS GAVE BACK PART OF THEIR GAINS
IN OCTOBER AND NOVEMBER. OTHER MARKET LEADERS WERE FINANCE, NOTABLY
SECURITIES BROKERS; AUTOS; ENTERTAINMENT; AND PRECIOUS METALS.
COMMUNICATIONS STOCKS SOARED AS TRADITIONAL TELEPHONE UTILITIES, CELLULAR
COMMUNICATIONS COMPANIES AND ENTERTAINMENT COMPANIES SCRAMBLED TO FORM
STRATEGIC ALLIANCES. MERGERS AND ACQUISITIONS ACTIVITY RESUMED AT A PACE
REMINISCENT OF THE 1980S. THE NASDAQ COMPOSITE INDEX, WHICH TRACKS OVER-THE
COUNTER STOCKS, ROSE 15.57% FOR THE YEAR, COMPARED TO 14.73% FOR THE DOW
JONES INDUSTRIAL AVERAGE, AN INDEX OF 30 BLUE-CHIP STOCKS. BOTH TRAILED THE
MORGAN STANLEY EAFE (EUROPE, AUSTRALIA, FAR EAST) INDEX, WHICH ROSE 24.27%.
TWO WIDELY WATCHED BENCHMARKS BROKE RECORDS DURING THE PERIOD: SLOW GROWTH
AND THE PROSPECT OF HIGHER TAXES HELPED PUSH THE YIELD ON THE 30-YEAR
TREASURY BELOW 6% IN EARLY SEPTEMBER; MEANWHILE, THE DOW CLOSED ABOVE 3700
FOR THE FIRST TIME IN MID-NOVEMBER, AND FINISHED THE MONTH AT 3684.
Q. BETTINA, HOW DID THE FUND PERFORM?
A. Quite well. The fund delivered a total return of 18.90% during the 12
months ended November 30, 1993. That beat the 13.66% average total return
for the equity income funds tracked by Lipper Analytical Services, and a
10.10% total return for the Standard and Poor's 500-stock index.
Q. WHAT HELPED THE FUND OUTPERFORM THE AVERAGE?
A. One of the biggest factors was the decision early in 1993 to avoid
buying stocks of health-care companies or firms that manufacture consumer
non-
durable goods such as tobacco and food. Those stocks were terrible
investments for much of the year, and by staying clear of them the fund
picked up a lot of ground. Beyond that, the fund had more than 50% of its
investments in sectors that benefited from the economy's growing strength.
Among them were banks and other financial services companies such as
Citicorp, Household International and Wells Fargo, which I sold at a profit
before the end of the period. Those firms worked through their credit
quality problems as the economy emerged from the last recession, and were
well-positioned to benefit from lower interest rates and rising fees from
their fast-growing, non-bank businesses such as trust services.
Q. WHERE ELSE WERE YOU SUCCESSFUL?
A. I also invested in U.S. auto manufacturers Chrysler and Ford. Auto
stocks typically are among the first to rebound as the economy picks up
steam. Moreover, both Chrysler and Ford have cut costs, taken back market
share from overseas competi- tors and introduced strong new products. The
fund also profited from owning shares of industrial companies that are
sensitive to the economy such as General Electric. The firm has a strong
and growing presence in overseas markets, and its industrial business has
performed well due to continued cost cutting. And while many investors were
skeptical about G.E.'s financial services division, it also has performed
well, boosting the company's overall earnings.
Q. MANY OF THE NAMES YOU MENTION ARE NO LONGER AMONG THE FUND'S TOP
HOLDINGS. WHY THE CHANGE?
A. I sold or deemphasized some stocks which had posted sizable gains during
the first part of the year and replaced them with stocks trading at more
attractive valuations, as measured by yardsticks such as price-to-earnings
ratios. Specifically, I sold some of the large bank positions including
First Fidelity, NationsBank and First Interstate, all of which had
outperformed the broader market and no longer appeared as compelling.
Overall, I reduced the fund's stake in financial stocks from 21% a year ago
to about 13% at the end of November. Partly, that was because I believe the
benefits of lower interest rates and improving credit quality have largely
been realized. But also, given the sluggish demand for loans, relative
earnings growth appears to be slowing.
Q. WHAT KINDS OF STOCKS DID YOU BUY TO REPLACE THE BANK STOCKS AND OTHER
MAJOR HOLDINGS YOU SOLD OFF?
A. A variety. Lately, it's been more difficult to find broad investment
themes that I'm confident will be as successful as those that worked for us
in 1993. For example, it's no longer such an easy decision to avoid food
and tobacco or health-care stocks, which have declined by more than 20%.
And the most obvious bargains I spotted early in the year are no longer as
cheap. As a result, I've become more opportunistic, picking stocks on a
case-by-case basis. For example, I recently added tobacco stocks such as
Philip Morris and RJR Nabisco, which are trading at attractive prices. Both
firms were hurt by price wars in the domestic cigarette market. But those
wars have abated, and the firms are cutting costs, which should help their
profits going into 1994.
Q. ARE YOU FINDING OPPORTUNITIES IN OVERSEAS SECURITIES?
A. The fund's exposure to foreign securities was about 11% six months ago
and had risen to 15% by the end of November. Most of our foreign
investments are in Europe, because I think real interest rates must decline
further in countries like France, Germany, the Netherlands and the United
Kingdom to reignite those economies. For example, in France, I've invested
in ten-year French government bonds as well as financial services stocks,
such as Paribas, that will benefit from lower rates, and early cyclicals,
like Peugeot and Valeo. My foreign stocks also include British Petroleum,
which has lowered its costs, strengthened its financial position, and
should be able to increase its oil and gas production.
Q. WHAT OTHER KINDS OF STOCKS DO YOU LIKE IN THIS MARKET?
A. I like companies whose managers are doing things to turn around their
businesses. For example, Sears has spun off divisions and begun to improve
the performance of its retail stores. Tenneco has made enormous progress
towards improving the profitability of its weakest division, J.I. Case.
Right now, I'm also interested in businesses such as Eastman Kodak and
American Cyanamid, where new management is working to boost profitability.
These often are depressed stocks that pay relatively high yields, which is
also a plus.
Q. HAVE YOU INCREASED THE FUND'S EXPOSURE TO SMALL OR MEDIUM-SIZED
COMPANIES SINCE YOU TOOK THE REINS LAST AUGUST?
A. Not really. But I have reduced the number of stocks in the fund from
around 290 to about 230, and I'd like to get rid of another 30 names. I've
tried to concentrate more of the fund in the top 50 or so holdings. That
way, my best ideas really drive the fund's performance.
Q. WHAT'S AHEAD FOR THE FUND?
A. I don't know how the stock market will perform. But it wouldn't take
much to upset the current bullish consensus, which says that we are in an
ideal investment world, with economic growth accompanied by low interest
rates and inflation. Meanwhile, I'll stay very focused on the importance of
value. If a stock is cheap, then it's not likely to fall as far as more
expensive issues if the market does run into trouble.

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCK HOLDINGS AS OF NOVEMBER 30, 1993

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

General Electric Co. 3.1 2.1

Citicorp $5.375 2.4 2.7

Philip Morris Companies, Inc. 1.9 0.0

British Petroleum PLC ADR 1.4 0.7

Chrysler Corp., Series A, $4.625 1.3 1.0

Penney (J.C.) Co., Inc. 1.3 0.8

Entergy Corp. 1.0 1.2

CSX Corp. 1.0 0.7

Sears, Roebuck & Co. 1.0 0.8

Tenneco, Inc. 1.0 0.9

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN INDUSTRIES AS OF NOVEMBER 30, 1993

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Finance 13.0 19.0

Utilities 11.8 11.4

Basic Industries 9.3 7.3

Industrial Machinery & Equipment 8.1 6.9

Energy 8.0 9.2

Conglomerates 5.6 5.5

Retail & Wholesale 5.6 4.7

Health 5.0 2.8

Durables 4.5 7.0

Media & Leisure 3.8 1.4

</TABLE>

FIDELITY ADVISOR EQUITY PORTFOLIO INCOME
INVESTMENTS/NOVEMBER 30, 1993
(Showing Percentage of Total Value of Investment in Securities)

VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 76.0%
AEROSPACE & DEFENSE - 1.1%
DEFENSE ELECTRONICS - 1.1%
Loral Corp. 67,000 $ 2,211,000 54385910
Raytheon Co. 7,200 441,000 75511110
2,652,000
BASIC INDUSTRIES - 8.1%
CHEMICALS & PLASTICS - 4.2%
Akzo NV Ord. 13,800 1,276,044 01019910
Betz Laboratories, Inc. 1,400 58,709 08777910
GEON 39,300 903,900 37246W10
Hercules, Inc. 19,000 2,033,000 42705610
Imperial Chemical Industries PLC:
ADR. 3,600 162,450 45270450
Ord. 70,500 784,675 45270440
Lyondell Petrochemical Co. 22,200 446,775 55207810
OM Group, Inc. (b) 32,200 603,750 67087210
PPG Industries, Inc. 3,500 247,625 69350610
Potash Corp. of Saskatchewan 20,300 423,629 73755L10
Union Carbide Corp. 85,900 1,782,425 90558110
Vigoro Corp. 32,050 901,406 92675410
9,624,388
IRON & STEEL - 1.5%
British Steel PLC:
ADR 11,800 213,875 11101530
Ord. 56,100 24,656 11101510
Lukens, Inc. 21,700 808,325 54986610
Mannesmann AG:
ADR 637 135,382 56311595
Ord. 5,100 1,102,638 56377510
Thyssen AG Ord. 2,500 346,200 88629110
USX-U.S. Steel Group 25,500 918,000 90337T10
3,549,076
METALS & MINING - 1.0%
Alcan Aluminium Ltd. 32,300 671,028 01371610
Aluminum Co. of America 7,048 488,074 02224910
Reynolds Metals Co. 27,000 1,211,625 76176310
2,370,727
PAPER & FOREST PRODUCTS - 1.4%
Georgia-Pacific Corp. 25,700 1,888,950 37329810
International Paper Co. 21,600 1,441,800 46014610
3,330,750
TOTAL BASIC INDUSTRIES 18,874,941
CONGLOMERATES - 5.4%
Allied-Signal, Inc. 22,600 1,607,425 01951210
Canadian Pacific Ltd. Ord. 84,300 1,380,545 13644030
Dial Corp. (The) 40,700 $ 1,561,863 25247010
Hanson Trust PLC:
sponsored ADR 66,400 1,394,400 41135230
Ord. 91,033 383,843 41135210
ITT Corp. 18,500 1,646,500 45067910
Textron, Inc. 33,400 1,841,175 88320310
Tomkins PLC Ord. 163,400 565,753 89003010
United Technologies Corp. 33,800 2,091,375 91301710
12,472,879
CONSTRUCTION & REAL ESTATE - 2.5%
BUILDING MATERIALS - 1.1%
Armstrong World Industries, Inc. 39,200 1,798,300 04247610
Lafarge Corp. 34,000 680,000 50586210
2,478,300
REAL ESTATE INVESTMENT TRUSTS - 1.4%
American Health Properties, Inc. 10,100 258,813 02649410
Carr Realty Corp. 11,100 259,463 14441K10
Dial Real Estate Investment Trust, Inc. 65,000 666,250 25247810
Federal Realty Investment Trust 17,900 472,113 31374720
Health Care Property Investors, Inc. 10,400 288,600 42191510
Manufactured Home Community 4,700 187,413 56468210
Nationwide Health Properties, Inc. 13,200 498,300 63862010
Property Trust of America (SBI) 127 2,381 74344510
Taubman Centers, Inc. 8,500 107,313 87666410
Vornado Realty Trust 11,400 424,650 92904210
Weingarten Realty Investors (SBI) 2,700 102,938 94874110
3,268,234
TOTAL CONSTRUCTION & REAL ESTATE 5,746,534
DURABLES - 2.3%
AUTOS, TIRES, & ACCESSORIES - 1.7%
Echlin, Inc. 8,000 265,000 27874910
Peugeot SA Ord. (b) 3,600 427,103 71682510
TRW, Inc. 19,700 1,295,275 87264910
Valeo SA 5,700 1,106,236 91899010
Volkswagen AG (b) 3,300 767,155 92866210
3,860,769
TEXTILES & APPAREL - 0.6%
Fruit of the Loom, Inc. Class A (b) 22,800 752,400 35941610
Unifi, Inc. 30,400 756,200 90467710
1,508,600
TOTAL DURABLES 5,369,369
ENERGY - 7.4%
COAL - 0.2%
Pittston Co. Minerals Group 17,300 384,925 72570120
ENERGY SERVICES - 1.4%
Baker Hughes, Inc. 37,300 741,338 05722410
Halliburton Co. 27,500 849,063 40621610
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
McDermott International, Inc. 23,500 $ 634,500 58003710
Schlumberger Ltd. 15,000 862,509 80685710
Tidewater, Inc. 12,200 244,000 88642310
3,331,410
OIL & GAS - 5.8%
Amerada Hess Corp. 27,400 1,277,525 02355110
Apache Corp. 3,649 79,822 03741110
British Petroleum PLC:
ADR 54,800 3,246,900 11088940
Ord. 154,872 764,064 11088910
Chevron Corp. 20,700 1,798,313 16675110
Kerr-McGee Corp. 19,100 892,925 49238610
Louisiana Land & Exploration Co. 5,700 225,863 54626810
Murphy Oil Corp. 19,900 798,488 62671710
Noble Affiliates, Inc. 6,895 170,651 65489410
Repsol SA:
sponsored ADR 36,200 1,036,225 76026T20
Ord. 24,400 686,982 76026T10
Royal Dutch Petroleum Co. 8,900 898,900 78025770
Total Compagnie Francaise des Petroles
Class B (b) 13,600 692,451 20434510
YPF Sociedad Anonima sponsored ADR
representing Class D shares 33,100 819,225 98424510
13,388,334
TOTAL ENERGY 17,104,669
FINANCE - 9.8%
BANKS - 4.0%
Bank of New York Co., Inc. 32,425 1,799,588 06405710
BanPonce Corp. 21,300 633,675 06670410
Chase Manhattan Corp. 13,630 456,605 16161010
First Chicago Corp. 24,700 1,021,963 31945510
First Union Corp. 27,619 1,122,022 33735810
Mellon Bank Corp. 20,339 1,139,249 58550910
Midlantic Corp. (b) 13,000 308,750 59780E10
Morgan (J.P.) & Co., Inc. 35 2,481 61688010
NationsBank Corp. 524 24,694 63858510
Paribas SA (Cie Financiere) Class A (b) 13,500 1,048,013 73999192
Signet Banking Corp. 21,700 699,825 82668110
Westpac Banking Corp. 378,000 1,058,925 96121410
9,315,790
CREDIT & OTHER FINANCE - 3.9%
American Express Co. 55,600 $ 1,744,450 02581610
Argentaria Corp. Bancaria de Esp (b) 35,300 1,508,375 21991392
Beneficial Corp. 17,800 1,312,750 08172110
Dean Witter Discover & Co. 17,982 683,316 24240V10
GFC Financial Corp. 48,650 1,313,550 36160910
Household International, Inc. 53,017 1,749,561 44181510
Primerica Corp. 20,233 809,333 74158910
9,121,335
INSURANCE - 1.3%
Allstate Corp. (b) 6,400 188,800 02000210
American Bankers Insurance Group, Inc. 18,664 447,936 02445610
Capital Holding Corp. 13,800 527,850 14018610
NWNL Companies, Inc. 13,800 410,550 62945T10
St. Paul Companies, Inc. (The) 16,400 1,455,500 79286010
3,030,636
SAVINGS & LOANS - 0.4%
Ahmanson (H.F.) & Co. 43,800 826,725 00867710
SECURITIES INDUSTRY - 0.2%
PaineWebber Group, Inc. 12,800 340,800 69562910
TOTAL FINANCE 22,635,286
HEALTH - 5.0%
DRUGS & PHARMACEUTICALS - 3.1%
Allergan, Inc. 50,400 1,121,400 01849010
American Cyanamid Co. 29,900 1,569,750 02532110
IMCERA Group, Inc. 54,800 1,890,600 45245410
Schering-Plough Corp. 18,200 1,217,125 80660510
Warner-Lambert Co. 20,800 1,380,600 93448810
7,179,475
MEDICAL EQUIPMENT & SUPPLIES - 1.2%
Bergen Brunswig Corp. Class A 24,600 442,800 08373910
Johnson & Johnson 36,800 1,605,400 47816010
McKesson Corp. 13,100 738,513 58155610
2,786,713
MEDICAL FACILITIES MANAGEMENT - 0.7%
HCA - Hospital Corporation of America
Class A (b) 57,700 1,702,150 40412010
TOTAL HEALTH 11,668,338
INDUSTRIAL MACHINERY & EQUIPMENT - 7.7%
ELECTRICAL EQUIPMENT - 4.8%
Alcatel Alsthom CGE 7,900 1,035,913 01390492
Antec Corp. (b) 2,000 55,000 03664P10
General Electric Co. 72,800 7,152,600 36960410
General Signal Corp. 28,000 980,000 37083810
Philips Electronics 44,100 857,290 71833799
Philips NV (NY shs.) (b) 58,300 1,136,850 71833750
11,217,653
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 2.9%
Caterpillar, Inc. 20,600 $ 1,756,150 14912310
Deere & Co. 24,900 1,764,788 24419910
Parker-Hannifin Corp. 27,600 993,600 70109410
Tenneco, Inc. 46,200 2,223,375 88037010
6,737,913
TOTAL INDUSTRIAL MACHINERY &
EQUIPMENT 17,955,566
MEDIA & LEISURE - 3.6%
ENTERTAINMENT - 0.4%
Cedar Fair LP 25,300 863,363 15018510
LEISURE DURABLES & TOYS - 1.0%
Brunswick Corp. 97,600 1,659,200 11704310
Outboard Marine Corp. 31,800 612,150 69002010
2,271,350
PUBLISHING - 2.2%
Gannett Co., Inc. 29,200 1,624,250 36473010
MaClean Hunter Ltd. 76,600 680,985 55474980
McGraw-Hill, Inc. 19,000 1,325,250 58064510
Times Mirror Co., Series A 42,700 1,334,375 88736010
Tribune Co. 1,500 83,625 89604710
5,048,485
TOTAL MEDIA & LEISURE 8,183,198
NONDURABLES - 3.2%
BEVERAGES - 0.2%
Seagram Co. Ltd. 17,700 490,286 81185010
HOUSEHOLD PRODUCTS - 1.1%
Avon Products, Inc. 10,300 513,713 05430310
Gillette Company 22,500 1,406,250 37576610
Premark International, Inc. 7,400 579,050 74045910
2,499,013
TOBACCO - 1.9%
Philip Morris Companies, Inc. 80,500 4,497,938 71815410
TOTAL NONDURABLES 7,487,237
RETAIL & WHOLESALE - 4.7%
APPAREL STORES - 0.9%
Charming Shoppes, Inc. 39,200 529,200 16113310
Limited, Inc. (The) 69,100 1,572,025 53271610
2,101,225
GENERAL MERCHANDISE STORES - 3.2%
Bradlees, Inc. 11,800 179,950 10449910
Carter Hawley Hale Stores, Inc. (b) 67,800 813,600 14622730
Dayton Hudson Corp. 11,300 806,538 23975310
May Department Stores Co. (The) 9,600 406,800 57777810
Penney (J.C.) Co., Inc. 55,500 $ 2,962,313 70816010
Sears, Roebuck & Co. 41,000 2,229,375 81238710
7,398,576
GROCERY STORES - 0.2%
Promodes SA Ord. (b) 2,200 394,667 74699692
RETAIL & WHOLESALE, MISCELLANEOUS - 0.4%
Pinault Printemps SA 3,500 487,301 72199393
Sotheby's Holdings, Inc. Class A 25,700 379,075 83589810
866,376
TOTAL RETAIL & WHOLESALE 10,760,844
SERVICES - 1.1%
LEASING & RENTAL - 0.6%
GATX Corp. 22,100 828,750 36144810
Ryder Systems, Inc. 20,200 590,850 78354910
1,419,600
PRINTING - 0.4%
Alco Standard Corp. 19,700 962,838 01378810
SERVICES - 0.1%
ADT Ltd. (b) 24,300 215,663 00091530
TOTAL SERVICES 2,598,101
TECHNOLOGY - 1.7%
COMPUTER SERVICES & SOFTWARE - 0.1%
Sterling Software, Inc. (b) 9,509 265,063 85954710
COMPUTERS & OFFICE EQUIPMENT - 0.7%
Xerox Corp. 20,600 1,699,500 98412110
PHOTOGRAPHIC EQUIPMENT - 0.9%
Eastman Kodak Co. 33,500 2,039,313 27746110
TOTAL TECHNOLOGY 4,003,876
TRANSPORTATION - 1.1%
RAILROADS - 1.0%
CSX Corp. 28,400 2,357,200 12640810
TRUCKING & FREIGHT - 0.1%
Airborne Freight Corp. 10,000 330,000 00926610
TOTAL TRANSPORTATION 2,687,200
UTILITIES - 11.3%
ELECTRIC UTILITY - 4.9%
American Electric Power Co., Inc. 14,200 512,975 02553710
Baltimore Gas & Electric Co. 9,800 247,450 05916510
Central & South West Corp. 14,600 434,350 15235710
DPL, Inc. 37,050 717,844 23329310
Entergy Corp. 65,100 2,400,563 29364F10
FPL Group, Inc. 9,500 352,688 30257110
Houston Industries, Inc. 30,700 1,393,013 44216110
Illinois Power Co. 69,900 1,537,800 45209210
PSI Resources, Inc. 8,700 224,025 69363210
Niagara Mohawk Power Corp. 17,600 360,800 65352210
PacifiCorp. 21,300 404,700 69511410
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
UTILITIES - CONTINUED
ELECTRIC UTILITY - CONTINUED
Philadelphia Electric Co. 36,400 $ 1,019,200 71753710
Portland General Corp. 10,000 195,000 73650610
Texas Utilities Co. 6,450 275,738 88284810
Veba Vereinigte Elektrizetaets &
Bergwerks AG Ord. 5,300 1,408,863 92239110
11,485,009
GAS - 1.9%
Coastal Corp. (The) 41,900 1,126,063 19044110
Consolidated Natural Gas Co. 12,800 590,400 20961510
El Paso Natural Gas Co. 3,700 134,125 28369587
Enron Corp. 14,000 435,750 29356110
MCN Corp. 8,900 309,275 55267J10
Pacific Enterprises 12,900 330,563 69423210
Panhandle Eastern Corp. 52,400 1,113,500 69846210
Santa Fe Pacific Pipeline Partners, LP 1,000 38,375 80217710
Williams Companies, Inc. 13,000 352,625 96945710
4,430,676
TELEPHONE SERVICES - 4.5%
Ameritech Corp. 19,300 1,476,450 03095410
Bell Atlantic Corp. 21,200 1,272,000 07785310
BellSouth Corp. 24,300 1,388,138 07986010
Comsat Corp., Series 1 48,600 1,536,975 20564D10
Pacific Telesis Group 24,900 1,413,075 69489010
Southwestern Bell Corp. 38,700 1,644,750 84533310
U.S. West, Inc. 35,300 1,650,275 91288910
10,381,663
TOTAL UTILITIES 26,297,348
TOTAL COMMON STOCKS
(Cost $156,802,710) 176,497,386
CONVERTIBLE PREFERRED STOCKS - 9.8%
BASIC INDUSTRIES - 0.3%
METALS & MINING - 0.3%
Alumax, Inc., Series A, $4.00 3,633 337,869 02219720
Cyprus Amax Minerals Co., Series A, $4.00 (e) 7,266 426,878 23280920
764,747
CONSTRUCTION & REAL ESTATE - 0.1%
REAL ESTATE - 0.1%
Rouse Co. Series A 5,600 310,800 77927320
DURABLES - 2.1%
AUTOS, TIRES, & ACCESSORIES - 2.1%
Chrysler Corp., Series A, $4.625 (e) 20,800 $ 3,088,800 17119670
Ford Motor Co. (Del.), Series A, $4.20 17,200 1,763,000 34537020
4,851,800
ENERGY - 0.4%
ENERGY SERVICES - 0.3%
Chiles Offshore Corp. $1.50 (b) 23,100 571,725 16888720
Reading & Bates Corp. $1.625 3,500 91,875 75528188
663,600
OIL & GAS - 0.1%
Unocal Corp. $3.50 (e) 4,500 261,000 91528920
TOTAL ENERGY 924,600
FINANCE - 2.5%
BANKS - 2.5%
Citicorp $5.375 (e) 51,900 5,527,350 17303451
Citicorp depository shares representing 1/12
Series 15, $1.217 10,100 196,950 17303443
5,724,300
MEDIA & LEISURE - 0.0%
PUBLISHING - 0.0%
Taylor, J.N. Holdings Ltd. 9 1/2% (b) 50,000 308 87799010
NONDURABLES - 0.4%
TOBACCO - 0.4%
RJR Nabisco Holdings Corp., Series A,
depository shares representing
1/4 share pfd. 146,500 1,007,188 74960K40
RETAIL & WHOLESALE - 0.7%
APPAREL STORES - 0.7%
TJX Companies, Inc., Series C, $3.125 25,000 1,700,000 87254020
SERVICES - 0.5%
LEASING & RENTAL - 0.2%
Gatx Corp. exchangeable $3.875 9,000 483,750 36144840
PRINTING - 0.3%
Alco Standard Corp., Series AA, $2.30 9,400 608,650 01378850
TOTAL SERVICES 1,092,400
TRANSPORTATION - 2.5%
AIR TRANSPORTATION - 1.7%
AMR Corp. $3.00 (b)(e) 32,700 1,692,225 00176588
UAL, Inc. cumulative 6 1/4% (e) 18,900 2,218,388 90254930
3,910,613
RAILROADS - 0.8%
Burlington Northern Railroad Co. 6.2% 27,900 1,900,688 12189760
TOTAL TRANSPORTATION 5,811,301
MOODY'S
VALUE RATING PRINCIPAL VALUE
SHARES (NOTE 1) (UNAUDITED)(D) AMOUNT (A) (NOTE 1)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
UTILITIES - 0.3%
GAS - 0.3%
Tejas Gas Corp. Delaware $2.625 13,000 $ 646,771 87907550
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $20,601,434) 22,834,215
MOODY'S
RATINGS PRINCIPAL
(UNAUDITED) (D) AMOUNT (A)
CORPORATE BONDS - 3.6%
CONVERTIBLE BONDS - 1.4%
CONSTRUCTION & REAL ESTATE - 0.2%
CONSTRUCTION - 0.2%
Continental Homes Holding Corp.
6 7/8%, 3/15/02 B3 $ 500,000 538,750 21148CAB
REAL ESTATE INVESTMENT TRUSTS - 0.0%
Southwestern Property Trust, Inc.
8%, 1/15/03 - 40,000 50,200 845734AA
TOTAL CONSTRUCTION & REAL ESTATE 588,950
DURABLES - 0.1%
TEXTILES & APPAREL - 0.1%
Interface, Inc. 8%, 9/15/13 Ba3 263,000 273,520 458665AA
ENERGY - 0.2%
ENERGY SERVICES - 0.2%
Lone Star Technologies, Inc. euro
8%, 8/27/02 - 425,000 378,250 5423129A
FINANCE - 0.4%
BANKS - 0.4%
Bank of Boston Corp. 7 3/4%,
6/15/11 Baa2 130,000 142,025 060716AF
Bank of New York Co., Inc.
7 1/2%, 8/15/01 Baa1 220,000 341,550 064057AK
C.S. Holdings euro 4 7/8%,
11/9/02 A2 355,000 527,175 175997AC
1,010,750
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.1%
Liebert Corp. 8%, 11/15/10 Aa2 100,000 212,000 531735AA
RETAIL & WHOLESALE - 0.2%
APPAREL STORES - 0.2%
Petrie Stores Corp. sinking fund
8%, 12/15/10 Ba2 $ 300,000 $ 396,000 716434AC
TECHNOLOGY - 0.1%
COMPUTER SERVICES & SOFTWARE - 0.1%
Sterling Software, Inc. 5 3/4%,
2/1/03 B1 160,000 190,400 859547AD
TRANSPORTATION - 0.1%
TRUCKING & FREIGHT - 0.1%
Greyhound Lines, Inc. 8 1/2%,
3/31/07 B3 210,000 285,600 398048AD
TOTAL CONVERTIBLE BONDS 3,335,470
NONCONVERTIBLE BONDS - 2.2%
AEROSPACE & DEFENSE - 0.1%
DEFENSE ELECTRONICS - 0.1%
Tracor, Inc. 10 7/8%, 8/15/01 B2 230,000 238,050 892349AC
BASIC INDUSTRIES - 0.9%
CHEMICALS & PLASTICS - 0.8%
IMC Fertilizer Group, Inc. 9 1/4%,
10/1/00 B3 1,960,000 1,962,450 449669AH
PACKAGING & CONTAINERS - 0.1%
Owens Illinois, Inc.
10 1/4%, 4/1/99 B2 160,000 168,000 690768AG
TOTAL BASIC INDUSTRIES 2,130,450
CONGLOMERATES - 0.2%
Coltec Industries, Inc. 10 1/4%,
4/1/02 Ba2 440,000 466,400 196879AB
FINANCE - 0.3%
BANKS - 0.1%
Signet Banking Corp. (f):
5 1/4%, 5/15/97 Baa2 180,000 180,450 065446AP
5 1/4%, 4/15/98 Baa2 100,000 100,250 065446AN
280,700
CREDIT & OTHER FINANCE - 0.2%
Chrysler Financial Corp.
9 1/2%, 12/15/99 Baa2 370,000 427,165 171205CY
TOTAL FINANCE 707,865
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
Joy Technologies, Inc.
10 1/4%, 9/1/03 B1 580,000 600,300 481206AD
MOODY'S
RATING PRINCIPAL VALUE
(UNAUDITED) (D) AMOUNT (A) (NOTE 1)
CORPORATE BONDS - CONTINUED
nonCONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - 0.2%
LODGING & GAMING - 0.2%
Bally's Grand, Inc. 1st mtg.
12%, 8/20/01 (b) D $ 42,000 $ 43,420 05873JAC
Host Marriott Corp.:
9 1/8%, 12/1/00 B1 160,000 159,800 441080AD
9 7/8%, 5/1/01 B1 60,000 60,300 441080AE
10 1/2%, 5/1/06 B1 120,000 122,100 441080AH
385,620
UTILITIES - 0.2%
GAS - 0.2%
Columbia Gas Systems Inc.,
9.91%, 5/28/20 (c) - 50,000 57,477 19765ABN
Ferrellgas, Inc. 12%, 8/1/96 - 180,000 197,100 315290AD
SFP Pipeline Holdings, Inc.
exch. 0%, 8/15/10 (f) Baa3 120,000 154,800 784163AA
409,377
TOTAL NONCONVERTIBLE BONDS 4,938,062
TOTAL CORPORATE BONDS
(Cost $7,968,951) 8,273,532
FOREIGN GOVERNMENT OBLIGATIONS - 1.9%
French Government OAT:
8 1/2%, 4/25/03 Aaa FRF 12,350,000 2,446,865 351996AQ
8 1/2%, 4/25/23 Aaa FRF 5,490,000 1,141,823 351996AC
Mexican Government Cetes 0%,
1/6/94 to 2/3/94 - MXN 2,306,000 729,879 597998TC
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $4,150,023) 4,318,567
MATURITY
AMOUNT
REPURCHASE AGREEMENTS - 8.7%
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 3.24% dated
11/30/93 due 12/1/93 $ 20,193,817 20,192,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $209,715,118) $ 232,115,700
LEGEND:
(a) Principal amount is stated in United States dollars unless otherwise
noted.
FRF - French franc
MXN - Mexican peso
(b) Non-income producing
(c) Non-income producing - issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment.
(d) Standard & Poor's Corporation credit ratings are used in the
absence of a rating by Moody's Investors Service, Inc.
(e) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $13,214,641 or 5.7% of net
assets.
(f) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
OTHER INFORMATION:
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
MOODY'S S&P
RATINGS RATINGS
Aaa, Aa, A 1.9% AAA, AA, A 1.8%
Baa 0.6% BBB 0.4%
Ba 0.5% BB 0.3%
B 1.9% B 1.8%
Caa 0.0% CCC 0.2%
Ca, C 0.0% CC, C 0.0%
D 0.0%
The percentage not rated by either S&P or Moody's amounted to 0.3%.
Distribution of investments by country, as a percentage of total value of
investment in securities, is as follows:
United States 84.5%
France 3.9
United Kingdom 3.4
Netherlands 2.2
Germany 1.6
Canada 1.6
Spain 1.4
Others (individually less than 1%) 1.4
TOTAL 100.0%
INCOME TAX INFORMATION:
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $210,224,882. Net unrealized appreciation
aggregated $21,890,818, of which $25,770,772 related to appreciated
investment securities and $3,879,954 related to depreciated investment
securities.
At November 30, 1993, the fund had a capital loss carryforward of
approximately $17,548,000 of which $15,472,000 and $2,076,000 will expire
on November 30, 1998 and 1999, respectively.
FINANCIAL STATEMENTS

Statement of Assets and Liabilities

<TABLE>
<CAPTION>
<S> <C> <C>
November 30, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $20,192,000)
(cost $209,715,118) (Notes 1 and $ 232,115,700
2) - See accompanying schedule

Cash 781

Receivable for investments sold 4,233,034

Receivable for fund shares sold 1,102,297

Dividends receivable 682,981

Interest receivable 261,919

Other receivables 305,586

Total assets 238,702,298

LIABILITIES

Payable for investments purchased $ 4,707,963

Payable for fund shares redeemed 333,191

Accrued management fee 96,959

Other payables and accrued expenses 99,876

Total liabilities 5,237,989

NET ASSETS $ 233,464,309

Net Assets consist of:

Paid in capital $ 211,899,151

Undistributed net investment income 2,076,538

Accumulated undistributed net realized gain (loss) on investments (2,911,962)

Net unrealized appreciation (depreciation) on investment securities 22,400,582

NET ASSETS $ 233,464,309

CALCULATION OF MAXIMUM OFFERING PRICE $14.93
INSTITUTIONAL CLASS
NET ASSET VALUE, offering price and redemption price per share ($191,138,015 (divided by) 12,802,650 shares)

RETAIL CLASS $14.86
NET ASSET VALUE and redemption price per share ($42,326,294 (divided by) 2,847,904 shares)

Maximum offering price per share (100/95.25 of $14.86) $15.60

</TABLE>

Statement of Operations

<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended November 30, 1993

INVESTMENT INCOME $ 5,825,191
Dividends

Interest 1,258,623

Total income 7,083,814

EXPENSES

Management fee (Note 4) $ 933,830

Transfer agent fees (Note 4) 239,364
Institutional Class

Retail Class 53,164

Distribution fees - Retail Class (Note 4) 123,058

Accounting fees and expenses (Note 4) 113,026

Custodian fees and expenses 75,957

Registration fees 45,433
Institutional Class

Retail Class 42,453

Audit 40,612

Legal 14,335

Miscellaneous 4,876

Total expenses before reductions 1,686,108

Expense reductions (Note 5) (17,474) 1,668,634

Net investment income 5,415,180

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1, 2 AND 3)
Net realized gain (loss) on:

Investment securities 22,036,234

Foreign currency contracts (987,364) 21,048,870

Change in net unrealized appreciation (depreciation) on investment securities 2,161,828

Net gain (loss) 23,210,698

Net increase (decrease) in net assets resulting from operations $ 28,625,878

</TABLE>

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED NOVEMBER 30,

INCREASE (DECREASE) IN NET ASSETS 1993 1992

Operations $ 5,415,180 $ 5,538,726
Net investment income

Net realized gain (loss) on investments 21,048,870 13,671,251

Change in net unrealized appreciation (depreciation) on investments 2,161,828 11,040,241

Net increase (decrease) in net assets resulting from operations 28,625,878 30,250,218

Distributions to shareholders from:
Net investment income

Institutional Class (4,132,840) (5,817,071)

Retail Class (348,837) (6,990)

Share transactions - net increase (decrease) (Note 6) 68,477,213 (52,172,803)

Total increase (decrease) in net assets 92,621,414 (27,746,646)

NET ASSETS

Beginning of period 140,842,895 168,589,541

End of period (including undistributed net investment income of $2,076,538 and
$1,143,035, respectively) $ 233,464,309 $ 140,842,895

</TABLE>

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

22. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Equity Portfolio Income (the fund) is a fund of Fidelity
Advisor Series III (the trust) (formerly Fidelity Franklin Street Trust)
and is authorized to issue an unlimited number of shares. The trust is
registered under the Investment Company Act of 1940, as amended (the 1940
Act), as an open-end management investment company organized as a
Massachusetts business trust.
The fund offers both Institutional Class and Retail Class shares which have
equal rights as to earnings and assets except that each class bears
different distribution and transfer agent expenses and certain registration
fees. Each class has exclusive voting rights with respect to its
distribution plans.
The following summarizes the significant accounting policies of the fund:
ALLOCATED EARNINGS AND EXPENSES. Investment income, expenses (other than
expenses incurred under each class's Distribution and Service Plans,
Transfer Agent Agreements and certain registration fees) and realized and
unrealized gains or losses on investments are allocated to each class of
shares based upon their relative net assets.
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income, which includes accretion of original
issue discount, is accrued as earned. Investment income is recorded net of
foreign taxes where recovery of such taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
23. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
2. OPERATING POLICIES - CONTINUED
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
24. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $265,599,801 and $208,103,129, respectively.
25. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a fee that
is computed daily at an annual rate of .50% of the fund's average net
assets.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, the
Retail Class pays Fidelity Distributors Corporation (FDC), an affiliate of
FMR, a distribution and service fee that is based on an annual rate of .65%
of its average net assets. For the period, the Retail Class paid FDC
$123,058 of which $94,623 was paid to securities dealers, banks and other
financial institutions for selling shares of the Retail Class and providing
shareholder support services.
In addition, FMR or FDC may use its resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $1,855 for the
period.
SALES LOAD. FDC received sales charges for selling shares of the Retail
Class. The sales charge rates ranged from 2.00% to 4.75% based on purchase
amounts of less than $1,000,000. Purchase amounts of $1,000,000 or more are
not charged a sales load. For the period, FDC received $792,962 of which
$675,205 was paid to securities dealers, banks and other financial
institutions.
TRANSFER AGENT FEE. Fidelity Investments Institutional Operations Company
(FIIOC), an affiliate of FMR, and State Street Bank and Trust Company
(State Street) are the transfer, dividend disbursing and shareholder
servicing agents for the Institutional Class and Retail Class,
respectively. Under revised fee schedules which became effective January 1,
1993, FIIOC and State Street receive fees based on the type, size, number
of accounts and the number of transactions made by shareholders. FIIOC, on
behalf of State Street, also collects fees from the fund and pays State
Street for its services. FIIOC pays for typesetting, printing and mailing
of all shareholder reports, except proxy statements.
ACCOUNTING FEE. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $126,832 for the period.
26. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$17,474 under this arrangement.
27. SHARE TRANSACTIONS.
Share transactions for both classes were as follows:
SHARES DOLLARS
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
NOVEMBER 30, 1993 NOVEMBER 30, 1992 (A) NOVEMBER 30, 1993 NOVEMBER 30,
1992 (A)
INSTITUTIONAL CLASS
Shares sold 6,537,638 3,648,299 $ 94,762,125 $ 44,472,149
Reinvestment of distributions from net investment income 122,850 169,868
1,739,396 2,063,999
Shares redeemed (4,678,967) (8,206,118) (67,541,601) (100,118,593)
Net increase (decrease) 1,981,521 (4,387,951) $ 28,959,920 $
(53,582,445)
RETAIL CLASS
Shares sold 3,085,105 113,305 $ 44,678,778 $ 1,405,266
Reinvestment of distributions from net investment income 21,363 439
309,240 5,562
Shares redeemed (372,214) (94) (5,470,725) (1,186)
Net increase (decrease) 2,734,254 113,650 $ 39,517,293 $ 1,409,642
(a) Share transactions for the Retail Class are for the period September
10, 1992 (commencement of sale of shares) to November 30, 1992.

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK AND FUND
SHARES ARE NOT BACKED OR GUARANTEED BY
ANY BANK OR INSURED BY THE FDIC.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Advisor Series III (formerly Fidelity Franklin
Street Trust) and the Shareholders of Fidelity Advisor Equity Portfolio
Income:
We have audited the accompanying statement of assets and liabilities of
Fidelity Advisor Series III: Fidelity Advisor Equity Portfolio Income,
including the schedule of portfolio investments, as of November 30, 1993,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the
period then ended (Institutional Class) and for the year ended November 30,
1993 and for the period September 10, 1992 (commencement of sale of Retail
Class shares) to November 30, 1992 (Retail Class). These financial
statements and financial highlights are the responsibility of the fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Advisor Series III: Fidelity Advisor Equity Portfolio Income as
of November 30, 1993, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years
in the period then ended (Institutional Class) and for the year ended
November 30, 1993 and for the period September 10, 1992 (commencement of
sale of Retail Class shares) to November 30, 1992 (Retail Class), in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
January 7, 1994
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox
Phyllis Burke Davis
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Peter S. Lynch
Edward H. Malone
Marvin L. Mann
Gerald C. McDonough
Thomas R. Williams
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND
SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional
Operations Company
Boston, MA
CUSTODIAN
The Chase Manhattan Bank, N.A.
New York, NY
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO GROWTH
ANNUAL REPORT
NOVEMBER 30, 1993
PERFORMANCE UPDATE
$100,000 OVER TEN YEARS
Inst'l Equity Port. Growth (086) S&P 500
11/30/83 100,000.00 100,000.00
12/31/83 97,213.93 99,480.00
01/31/84 87,761.20 98,922.91
02/29/84 77,412.94 95,440.83
03/31/84 76,517.41 97,091.95
04/30/84 76,417.91 98,014.33
05/31/84 71,442.79 92,584.33
06/30/84 74,228.86 94,593.41
07/31/84 70,945.28 93,420.45
08/31/84 83,184.08 103,743.41
09/30/84 81,293.53 103,764.16
10/31/84 82,288.56 104,168.84
11/30/84 79,900.50 103,002.15
12/31/84 81,691.54 105,721.41
01/31/85 94,129.36 113,957.11
02/28/85 97,412.94 115,358.78
03/31/85 94,626.87 115,439.53
04/30/85 93,731.35 115,335.63
05/31/85 99,004.98 122,002.03
06/30/85 100,199.01 123,917.47
07/31/85 103,880.60 123,731.59
08/31/85 104,676.62 122,679.87
09/30/85 98,606.97 118,839.99
10/31/85 102,487.56 124,330.40
11/30/85 110,348.26 132,859.46
12/31/85 115,621.89 139,289.86
01/31/86 119,530.03 140,069.88
02/28/86 129,584.91 150,547.11
03/31/86 136,664.37 158,947.64
04/30/86 140,973.61 157,151.53
05/31/86 147,027.06 165,511.99
06/30/86 148,155.67 168,309.15
07/31/86 135,740.96 158,900.67
08/31/86 140,358.00 170,691.10
09/30/86 127,532.89 156,574.94
10/31/86 136,869.57 165,609.32
11/30/86 135,227.96 169,633.62
12/31/86 132,399.36 165,307.96
01/31/87 148,282.84 187,574.95
02/28/87 161,680.18 194,984.16
03/31/87 160,211.38 200,619.20
04/30/87 154,336.21 198,833.69
05/31/87 153,319.36 200,563.54
06/30/87 156,256.94 210,692.00
07/31/87 163,374.94 221,374.09
08/31/87 173,204.55 229,631.34
09/30/87 170,266.96 224,602.41
10/31/87 125,412.30 176,223.05
11/30/87 112,080.18 161,702.27
12/31/87 131,650.47 174,007.82
01/31/88 131,287.46 181,333.55
02/29/88 139,152.61 189,783.69
03/31/88 141,209.65 183,919.37
04/30/88 139,636.62 185,960.88
05/31/88 138,668.60 187,578.74
06/30/88 151,010.83 196,188.60
07/31/88 147,985.78 195,443.08
08/31/88 141,451.65 188,798.02
09/30/88 149,316.80 196,840.82
10/31/88 147,743.77 202,312.99
11/30/88 145,444.73 199,419.91
12/31/88 152,149.17 202,909.76
01/31/89 164,138.18 217,762.76
02/28/89 164,261.78 212,340.47
03/31/89 169,700.10 217,288.00
04/30/89 180,947.52 228,565.24
05/31/89 196,520.87 237,822.14
06/30/89 189,228.58 236,466.55
07/31/89 202,206.38 257,819.48
08/31/89 210,116.65 262,872.74
09/30/89 215,925.76 261,794.96
10/31/89 213,206.60 255,721.32
11/30/89 214,071.79 260,938.04
12/31/89 220,374.96 267,200.55
01/31/90 200,147.99 249,271.39
02/28/90 208,210.48 252,486.99
03/31/90 220,374.96 259,177.90
04/30/90 215,990.09 252,698.45
05/31/90 246,684.16 277,336.55
06/30/90 248,805.87 275,450.66
07/31/90 241,733.50 274,569.22
08/31/90 210,897.98 249,748.16
09/30/90 193,499.96 237,585.43
10/31/90 195,904.57 236,563.81
11/30/90 219,950.61 251,845.83
12/31/90 235,651.27 258,872.33
01/31/91 269,881.52 270,159.16
02/28/91 294,210.47 289,475.54
03/31/91 323,065.72 296,480.85
04/30/91 321,934.15 297,192.41
05/31/91 338,766.38 310,031.12
06/30/91 310,618.36 295,831.69
07/31/91 335,795.99 309,617.45
08/31/91 353,901.24 316,955.38
09/30/91 354,749.93 311,662.23
10/31/91 355,740.06 315,838.50
11/30/91 343,434.14 303,110.21
12/31/91 388,135.68 337,786.02
01/31/92 399,003.90 331,503.20
02/29/92 401,054.92 335,812.74
03/31/92 382,122.36 329,264.39
04/30/92 374,233.78 338,944.76
05/31/92 372,498.30 340,605.59
06/30/92 360,192.13 335,530.57
07/31/92 372,813.84 349,253.77
08/31/92 363,820.87 342,094.07
09/30/92 370,605.04 346,130.78
10/31/92 390,168.70 347,342.24
11/30/92 416,043.21 359,186.61
12/31/92 427,483.68 363,604.60
01/31/93 439,434.88 366,658.88
02/28/93 428,299.73 371,645.44
03/31/93 441,855.57 379,487.16
04/30/93 434,754.89 370,303.57
05/31/93 460,252.77 380,227.71
06/30/93 462,189.31 381,330.37
07/31/93 454,443.12 379,805.05
08/31/93 471,387.91 394,199.66
09/30/93 485,589.26 391,164.32
10/31/93 491,721.66 399,261.42
11/30/93 479,941.00 395,468.44
$100,000 OVER TEN YEARS: LET'S SAY YOU INVESTED $100,000 IN FIDELITY
ADVISOR INSTITUTIONAL EQUITY PORTFOLIO GROWTH (INSTITUTIONAL CLASS) ON
NOVEMBER 30, 1983. BY NOVEMBER 30, 1993, THE VALUE OF YOUR INVESTMENT WOULD
HAVE GROWN TO $479,941 - A 379.94% INCREASE ON YOUR INITIAL INVESTMENT. FOR
COMPARISON, LOOK AT HOW A $100,000 INVESTMENT IN THE S&P 500 (WITH
DIVIDENDS REINVESTED) DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN TO
$395,468 - A 295.47% INCREASE.
CUMULATIVE TOTAL RETURNS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

One Five Ten
Year Years Years

INSTITUTIONAL EQUITY
PORTFOLIO GROWTH 15.36% 229.98 379.94
% %

S&P 500(Registered trademark) 10.10% 98.31 295.47
% %

AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

One Five Ten
Year Years Years

INSTITUTIONAL EQUITY
PORTFOLIO GROWTH 15.36% 26.97% 16.98%

S&P 500(Registered trademark) 10.10% 14.67% 14.74%

TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS
AND CAPITAL GAINS. FIGURES FOR THE S&P 500, AN UNMANAGED INDEX OF
COMMON STOCK PRICES, INCLUDE REINVESTMENT OF DIVIDENDS. S&P 500 IS A
REGISTERED TRADEMARK OF STANDARD & POOR'S CORPORATION.
AVERAGE ANNUAL TOTAL RETURNS FOR MORE THAN ONE YEAR ASSUME A STEADY
COMPOUNDED RATE OF RETURN AND ARE NOT THE FUND'S YEAR-BY-YEAR RESULTS,
WHICH FLUCTUATED OVER THE PERIODS SHOWN.
FOR THE PERIOD ENDED NOVEMBER 30, 1993, FIDELITY ADVISOR EQUITY PORTFOLIO
GROWTH (RETAIL CLASS) SHARES' CUMULATIVE TOTAL RETURNS WERE 14.52%,
227.08%, AND 375.73% FOR ONE YEAR, FIVE YEARS, AND TEN YEARS, RESPECTIVELY.
FOR THE PERIOD ENDED NOVEMBER 30, 1993,
RETAIL CLASS SHARES' AVERAGE ANNUAL TOTAL RETURNS (WHICH INCLUDE THE EFFECT
OF THE 4.75% SALES CHARGE) WERE 9.08%, 25.52%, AND 16.31% FOR ONE YEAR,
FIVE YEARS, AND TEN YEARS, RESPECTIVELY.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE AND RETURN
WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.

AN INTERVIEW WITH
ROBERT STANSKY,
PORTFOLIO MANAGER OF
FIDELITY ADVISOR INSTITUTIONAL EQUITY PORTFOLIO GROWTH
WE'VE PROVIDED THE FOLLOWING MARKET RECAP AS CONTEXT FOR THE MANAGER'S
INTERVIEW:
LOW INFLATION, FALLING INTEREST RATES AND A GRADUALLY IMPROVING ECONOMY
BOOSTED U.S. STOCKS DURING THE 12 MONTHS ENDED NOVEMBER 30, 1993. THE
STANDARD & POOR'S 500 INDEX - A BROAD MEASURE OF U.S. STOCK PERFORMANCE
- - ROSE 10.10%, IN LINE WITH THE MARKET'S LONG-TERM AVERAGE ANNUAL RETURN.
CONTINUED POOR PERFORMANCE BY TOBACCO, DRUG AND BRAND-NAME CONSUMER
PRODUCTS STOCKS WAS OFFSET BY IMPRESSIVE RESULTS IN OTHER SECTORS,
INCLUDING TECHNOLOGY, ALTHOUGH SEMICONDUCTORS GAVE BACK PART OF THEIR GAINS
IN OCTOBER AND NOVEMBER. OTHER MARKET LEADERS WERE FINANCE, NOTABLY
SECURITIES BROKERS; AUTOS; ENTERTAINMENT; AND PRECIOUS METALS.
COMMUNICATIONS STOCKS SOARED AS TRADITIONAL TELEPHONE UTILITIES, CELLULAR
COMMUNICATIONS COMPANIES AND ENTERTAINMENT COMPANIES SCRAMBLED TO FORM
STRATEGIC ALLIANCES. MERGERS AND ACQUISITIONS ACTIVITY RESUMED AT A PACE
REMINISCENT OF THE 1980S. THE NASDAQ COMPOSITE INDEX, WHICH TRACKS
OVER-THE-COUNTER STOCKS, ROSE 15.57% FOR THE YEAR, COMPARED TO 14.73% FOR
THE DOW JONES INDUSTRIAL AVERAGE, AN INDEX OF 30 BLUE-CHIP STOCKS. BOTH
TRAILED THE MORGAN STANLEY EAFE (EUROPE, AUSTRALIA, FAR EAST) INDEX, WHICH
ROSE 24.27%. TWO WIDELY WATCHED BENCHMARKS BROKE RECORDS DURING THE PERIOD:
SLOW GROWTH AND THE PROSPECT OF HIGHER TAXES HELPED PUSH THE YIELD ON THE
30-YEAR TREASURY BELOW 6% IN EARLY SEPTEMBER; MEANWHILE, THE DOW CLOSED
ABOVE 3700 FOR THE FIRST TIME IN MID-NOVEMBER, AND FINISHED THE MONTH AT
3684.
Q. BOB, HOW HAS THE FUND PERFORMED?
A. The fund's total return for the year ended November 30, 1993, was
15.36%. That compared to 9.30% for the average growth fund tracked by
Lipper Analytical Services.
Q. WHAT HELPED THE FUND TOP THE AVERAGE?
A. I believe stock prices follow earnings, and the fund did well to the
extent that I was able to find companies that were growing earnings within
their given industries. That said, this past year has not been without its
challenges. We've seen the stocks of many growth companies take on rather
high price-to-earnings ratios, or valuations. This year, many stocks with
p/e ratios high enough to scare any fund manager just kept on performing
well. That made it more difficult to determine whether a particular stock's
price was so high relative to earnings that it couldn't rise much more.
It's very tough to hold on to or buy more of a stock that's on the way up;
most people want to sell and take their profits. In part, we beat the
average by sticking with rising stocks of companies that were growing
earnings, even if these stocks were expensive.
Q. LET'S GET SPECIFIC. WHERE DID YOU FIND THE TOP PERFORMERS?
A. Mostly in the technology sector - 23.8% of the fund on November 30. This
was the group of companies that showed the strongest earnings growth this
year, with the sector up over 13% in 1993, through November. Investors
wanted to know who had the new product on the market and was selling a lot
of them. For example, Compaq remained one the fund's top investments over
the last six months. The personal computer market is adding roughly 40
million units a year and Compaq is gaining market share. Profitability is
improving and the company appears to have the right products at the right
price. The price of Compaq's stock ended May at $57.88 and had risen to
$72.38 by the end of November. Motorola was the fund's fourth largest
investment as of November 30. Here's a well-positioned company in two
attractive industries - semi-conductors and communications equipment, both
of which were among the market leaders this year. Motorola has been
increasing its earnings and seems poised to benefit from the technology
boom in this country. So far, it performed well in the late summer and
early fall, before dropping slightly in November.
Q. HAVEN'T MANY TECHNOLOGY STOCKS DROPPED IN PRICE LATELY?
A. Yes, it's true as a whole they've fallen off somewhat, especially as
some investors have taken profits. However, it's not unusual for the sector
to be very volatile; a stock rising strongly one minute can be perceived as
overpriced and subject to heavy selling the next. Recently questionable
business prospects within some of these companies also caused their stocks
to lose favor. For example, Microsoft is a stock I sold in early summer
because I had doubts about the company's near-term earnings potential,
given its valuation. After its price dropped in the fall, it began to look
more attractive and I began buying again. I have to be very careful with
technology stocks but I like their long-term prospects.
Q. WHERE ELSE DID YOU FIND INVESTING OPPORTUNITIES?
A. Financial stocks - the fund's second largest sector investment at 9.9% -
performed well for part of the year before prices edged back down.
Brokerage companies provided some strong gains. For example, Merrill
Lynch's stock rose roughly 30% from May through October. In addition, the
fund had 9% of its investments in retail stocks at the end of November.
This sector has had a rough year, but a handful of stocks have done well.
J.C. Penney was the fund's biggest retail holding during many of the last
six months. I am much more apt to own a specialty retailer than a large
department store, but few specialty stores did well this year. Lately,
Penney's has done a good job with its private label merchandise. Its
catalogue sales also have been strong. In addition, auto stocks - namely,
Ford and Chrysler - have been steady performers.
Q. AREN'T AUTO COMPANIES CONSIDERED CYCLICAL STOCKS, OR THOSE THAT TEND TO
RISE AND FALL IN TANDEM WITH THE ECONOMY?
A. Traditionally, yes. But if you were to cover up the names and strictly
look at Chrysler's or Ford's business fundamentals, you'd think they were
growth stocks. Chrysler, in particular, has shown strong earnings momentum
over the last few quarters. In business terms, they're seeing "unit
growth," which simply means they're selling more cars. That makes these
investments consistent with the fund's goal of buying stocks of companies
whose earnings are growing faster than the market average.
Q. ANY DISAPPOINTMENTS?
A. Always. Casino stocks come to mind this time. Many had big gains this
year as more states and localities legalized casino gambling as a way to
boost their economies. In hindsight, investing more heavily in casinos
could have provided the fund with a stronger return. Companies that
specialize in riverboat gambling did especially well.
Q. WHAT'S YOUR VIEW OF THE NEXT SIX MONTHS?
A. Because so many stocks now carry prices that are high relative to
earnings, I'll have to be choosy in the months ahead. Stocks that seem like
sure bets are becoming very scarce. I don't like to make predictions
concerning which way the market will go. But I think it'll be an
environment in which the art of picking successful stocks and avoiding the
losers will be much more of a factor in success than market or economic
conditions. I always have to watch the economy closely, but I'm more
concerned with the business fundamentals of the individual companies whose
stocks I buy. These growth companies are always out there. If I can find
them with consistency, the fund should continue to do well over the long
run. But investors need to remember that any interim period can be rocky.

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCK HOLDINGS AS OF NOVEMBER 30, 1993

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS
IN THESE STOCKS
6 MONTHS AGO

Compaq Computer Corp. 3.4 2.2

Chrysler Corp. 1.5 1.3

Cisco Systems, Inc. 1.5 2.8

Motorola, Inc. 1.4 0.7

Pfizer, Inc. 1.3 0.6

Wellfleet Communication, Inc. 1.3 0.3

Cabletron Systems, Inc. 1.1 0.2

Oracle Systems Corp. 1.0 0.3

Penney (J.C.), Inc. 1.0 0.9

Ford Motor Co. 1.0 1.3

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN INDUSTRIES AS OF NOVEMBER 30, 1993

% OF FUND'S INVESTMENTS % OF FUND'S INVESTMENTS
IN THESE INDUSTRIES
6 MONTHS AGO

Technology 23.8 27.2

Finance 9.9 13.2

Retail and Wholesale 9.1 9.8

Health 8.9 6.3

Media and Leisure 5.9 4.7

Utilities 4.9 3.7

Durables 4.5 4.2

Transportation 3.0 2.8

Energy 2.8 2.8

Nondurables 2.4 0.2

</TABLE>

FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH
INVESTMENTS/NOVEMBER 30, 1993
(Showing Percentage of Total Value of Investment in Securities)

VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 83.0%
AEROSPACE & DEFENSE - 0.1%
AEROSPACE & DEFENSE - 0.0%
Orbital Sciences Corporation (a) 7,400 $ 133,200 68556410
DEFENSE ELECTRONICS - 0.1%
General Motors Corp. 17,100 904,163 37044210
Nichols Research Corp. (a) 5,000 65,000 65381810
969,163
TOTAL AEROSPACE & DEFENSE 1,102,363
BASIC INDUSTRIES - 1.3%
CHEMICALS & PLASTICS - 0.0%
GEON 7,900 181,700 37246W10
Raychem Corp. 1,800 66,472 75460310
248,172
IRON & STEEL - 0.3%
Compania Siderurgica Nacional (a) 29,733,100 642,532 24499523
LTV Corp. (a) 52,800 765,600 50192110
USX-U.S. Steel Group 300 10,800 90337T10
Wheeling Pittsburgh Corp. (a) 37,700 622,050 96314210
2,040,982
PAPER & FOREST PRODUCTS - 1.0%
Caraustar Industries, Inc. 4,300 73,100 14090910
Georgia-Pacific Corp. 20,700 1,521,450 37329810
International Paper Co. 66,100 4,412,164 46014610
Pope & Talbot, Inc. 3,500 95,375 73282710
Smurfit (Jeff) Group PLC (U.K.) 49,600 195,319 84699793
Temple-Inland, Inc. 8,500 430,313 87986810
6,727,721
TOTAL BASIC INDUSTRIES 9,016,875
CONGLOMERATES - 1.2%
Citic Pacific Ltd. Ord. 72,000 188,276 45299792
First Pacific Co. Ltd. 460,000 226,283 33699192
Grupo Carso SA de CV Class A-1 218,600 1,930,336 40099594
Jardine Matheson & Co. Ltd. Ord. 196,158 1,663,259 47111510
United Technologies Corp. 73,100 4,523,063 91301710
8,531,217
CONSTRUCTION & REAL ESTATE - 1.9%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc. 21,900 1,004,663 04247610
Cementos Apasco SA de CV Class A 30,200 255,000 15299392
Cemex SA, Series B (a) 53,600 1,395,753 15299293
Lafarge Corp. 700 14,000 50586210
Tolmex B2 SA (a) 43,800 519,462 94399492
3,188,878
CONSTRUCTION - 0.6%
Bufete Industrial SA sponsored ADR
representing 3 ordinary certificate Banco (a) 18,800 $ 521,700 11942H10
Centex Corp. 47,900 1,880,075 15231210
Ekran Berhad Ord. (a) 81,000 427,482 28299792
Empresas Ica Sociedad Controladora SA
de CV sponsored ADR representing Ord.
Participation Certificate 4,800 116,400 29244810
Kaufman & Broad Home Corp. 2,100 42,263 48616810
Lennar Corp. 12,600 374,850 52605710
Pulte Corp. 14,600 540,200 74586710
Redman Industries (a) 8,400 132,300 75764210
Schuler Homes, Inc. (a) 10,000 246,250 80818810
Schult Homes Corp. 6,500 89,375 80819510
4,370,895
ENGINEERING - 0.2%
Glenayre Technologies, Inc. 40,600 1,583,400 37789910
REAL ESTATE - 0.2%
Hon Kwok Land Investment Ltd. Ord 488,000 221,108 43899192
Hovnanian Enterprises, Inc. Class A (a) 2,000 31,250 44248720
Sun Hung Kai Properties Ltd. 223,300 1,387,530 86676H10
1,639,888
REAL ESTATE INVESTMENT TRUSTS - 0.4%
Crown American Realty Trust (SBI) 19,400 315,250 22818610
Developers Diversified Realty 8,700 234,900 25159110
Duke Realty Investors, Inc. 34,200 769,500 26441150
Equity Residential Properties Trust (SBI) 17,900 581,750 29476L10
Excel Realty Trust, Inc. 2,800 53,200 30067R10
Horizon Outlet Centers, Inc. (a) 1,200 29,100 44043K10
LTC Properties, Inc. 1,800 22,950 50217510
Manufactured Home Community 13,100 522,363 56468210
McArthur/Glen Realty Corp. (a) 400 9,500 57918810
Property Trust of America (SBI) 7,300 136,875 74344510
United Dominion Realty Trust, Inc 5,100 70,125 91019710
Vornado Realty Trust 9,200 342,700 92904210
3,088,213
TOTAL CONSTRUCTION & REAL ESTATE 13,871,274
DURABLES - 4.5%
AUTOS, TIRES, & ACCESSORIES - 3.3%
Autozone, Inc. (a) 53,900 2,991,450 05333210
Chrysler Corp. 206,000 10,866,500 17119610
Dana Corp. 7,900 432,525 23581110
Discount Auto Parts, Inc. (a) 11,300 281,088 25464210
Echlin, Inc. 23,800 788,375 27874910
Federal-Mogul Corp. 28,900 744,175 31354910
Ford Motor Co. 112,500 6,834,375 34537010
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
DURABLES - CONTINUED
AUTOS, TIRES, & ACCESSORIES - CONTINUED
Grupo Dina (Consorcio G) ADR (a) 11,100 $ 244,200 21030610
Lund International Holdings, Inc. (a) 3,600 66,600 55036810
O'Reilly Automotive, Inc. (a) 400 11,000 68609110
23,260,288
CONSUMER ELECTRONICS - 0.4%
Fossil, Inc. (a) 24,400 469,700 34988210
Harman International Industries, Inc. (a) 13,300 319,200 41308610
Newell Co. 16,700 672,175 65119210
Universal Electronics, Inc. (a) 31,900 805,475 91348310
Whirlpool Corp. 11,500 682,813 96332010
2,949,363
HOME FURNISHINGS - 0.2%
Ethan Allen Interiors, Inc. (a) 24,300 643,950 29760210
Haverty Furniture Companies, Inc. 21,000 351,750 41959610
Levitz Furniture, Inc. (a) 18,100 257,925 52748210
Rhodes, Inc. (a) 4,700 65,800 76235P10
Stanley Furniture (a) 8,200 86,100 85430520
1,405,525
TEXTILES & APPAREL - 0.6%
Justin Industries, Inc. 11,900 162,138 48217110
Mohawk Industries, Inc. (a) 14,600 438,000 60819010
NIKE, Inc. Class B 15,100 722,913 65410610
Nine West Group, Inc. (a) 31,800 1,045,425 65440D10
Reebok International Ltd. 40,500 1,235,250 75811010
Stride Rite Corp. 10,800 199,800 86331410
Wolverine World Wide, Inc. 10,900 316,100 97809710
4,119,626
TOTAL DURABLES 31,734,802
ENERGY - 2.8%
ENERGY SERVICES - 0.6%
Halliburton Co. 45,000 1,389,375 40621610
Rowan Companies, Inc. (a) 7,500 63,750 77938210
Schlumberger Ltd. 50,500 2,903,750 80685710
4,356,875
OIL & GAS - 2.2%
Anadarko Petroleum Corp. 38,500 1,535,188 03251110
Anderson Exploration Ltd. (a) 42,700 931,041 03390110
Archer Resources Ltd. (a) 22,700 271,907 03950K10
British Petroleum PLC ADR 44,300 2,624,775 11088940
Burlington Resources, Inc. 54,500 2,452,500 12201410
Canadian Natural Resources Ltd. (a) 45,900 558,394 13638510
Chauvco Resources Ltd. Class A (a) 25,600 301,853 16260010
Cross Timbers Oil Co. 2,400 $ 34,200 22757310
Elan Energy, Inc. (a) 26,700 189,893 28390410
Encal Energy Ltd. (a) 120,800 402,440 29250D10
Enron Oil & Gas Co. 20,800 803,400 29356210
Excel Energy, Inc. (a) 44,700 188,237 30065410
Intensity Resources Ltd. (a) 35,300 62,104 45816E10
Inverness Petroleum Ltd. (a) 18,500 148,886 46190810
Louis Dreyfus Natural Gas Corp. (a) 12,600 218,925 54601110
Murphy Oil Corp. 3,800 152,475 62671710
Newfield Exploration Co. (a) 3,100 50,763 65129010
Noble Affiliates, Inc. 1,500 37,125 65489410
Northrock Resources Ltd. (a) 29,200 163,953 66679810
Parker & Parsley Petroleum Co. 2,700 55,350 70101810
Petromet Resources Ltd. Ord. (a) 73,000 321,074 71673110
Pinnacle Resources Ltd. (a) 28,900 405,671 72348R10
Renaissance Energy Ltd. (a) 2,100 42,055 75966610
Rio Alto Exploration Ltd. (a) 132,200 742,279 76689210
Summit Resources Ltd. 95,300 624,275 86624610
Tarragon Oil & Gas Ltd. (a) 116,600 1,363,934 87629E20
Unocal Corp. 5,000 135,625 91528910
YPF Sociedad Anonima sponsored ADR
representing Class D shares 34,300 848,925 98424510
15,667,247
TOTAL ENERGY 20,024,122
FINANCE - 9.9%
BANKS - 5.2%
Advanta Corp. 26,400 1,016,400 00794210
AmSouth Bancorporation 7,050 207,975 03216510
Banacci SA de CV Class C 62,800 468,536 06399893
Bank of Boston Corp. 56,879 1,237,118 06071610
Bank of New York Co., Inc. 53,300 2,958,150 06405710
BanPonce Corp. 10,800 321,300 06670410
Chase Manhattan Corp. 100 3,350 16161010
Citicorp (a) 141,600 173034105,026,800
First Chicago Corp. 4,132 170,962 31945510
First Fidelity Bancorporation 10,983 459,913 32019510
First Interstate Bancorp 82,800 4,833,450 32054810
First Union Corp. 70,424 2,860,975 33735810
Fleet Financial Group, Inc. 72 2,178 33891510
Grupo Financiero Bancomer SA de CV
sponsored ADR, Series C (b) 26,500 944,063 40048610
HSBC Holdings PLC 147,099 1,628,129 42199192
Mellon Bank Corp. 71,562 3,971,692 58550910
Mercantile Bancorporation, Inc. 6,500 286,000 58734210
NationsBank Corp. 53,228 2,508,370 63858510
Norwest Corp. 18,400 420,900 66938010
Shawmut National Corp. 98,300 2,052,013 82048410
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
FINANCE - CONTINUED
BANKS - CONTINUED
Signet Banking Corp. 159,332 $ 5,138,457 82668110
Westpac Banking Corp. 69,688 195,224 96121410
36,711,955
CREDIT & OTHER FINANCE - 2.0%
American Express Co. 41,500 1,302,063 02581610
American Residential Holdings Corp. (a) 17,300 307,075 02926R10
Argentaria Corp. Bancaria de Esp (a) 3,800 162,375 21991392
Beneficial Corp. 13,500 995,625 08172110
Credit Acceptance Corp. (a) 7,200 243,000 22531010
Dean Witter Discover & Co. 92,854 3,528,452 24240V10
First USA, Inc. 43,000 1,279,250 33743H10
GFC Financial Corp. 900 24,300 36160910
Green Tree Acceptance, Inc. 57,200 2,817,100 39350510
Household International, Inc. 98,688 3,256,704 44181510
JCG Holdings 262,000 208,589 46799792
Mercury Finance Co. 12,500 207,813 58939510
North American Mortgage Co. 3,200 84,800 65703710
14,417,146
FEDERAL SPONSORED CREDIT - 1.2%
Federal Home Loan Mortgage Corporation 119,300 5,726,400 31340030
Federal National Mortgage Association 32,700 2,468,850 31358610
8,195,250
INSURANCE - 1.0%
Aetna Life & Casualty Co. 48,200 2,946,225 00814010
Allstate Corp. 21,200 625,400 02000210
American Bankers Insurance Group, Inc. 6,100 146,400 02445610
Capital Guaranty Corp. (a) 40,800 816,000 14018K10
Capital Holding Corp. 13,600 520,200 14018610
Citizens Corp. 900 18,113 17453310
Exel Ltd. 2,200 95,425 30161610
MGIC Investment Corp. 4,300 245,638 55284810
Mutual Risk Management Ltd. 300 8,850 62835110
Paul Revere Corp. (a) 9,200 213,900 70355910
TIG Holdings, Inc. 4,800 106,200 87246910
UNUM Corp. 23,000 1,132,750 90319210
6,875,101
SAVINGS & LOANS - 0.0%
Standard Federal Bank 400 11,500 85338910
SECURITIES INDUSTRY - 0.5%
Alex. Brown, Inc. 11,300 285,325 01390210
BHC Financial, Inc. (a) 5,625 154,688 05544W10
Colonial Group, Inc. Class A 10,000 300,000 19569910
Morgan Stanley Group, Inc. 17,000 1,219,750 61744610
Paine Webber Group, Inc. 56,500 $ 1,504,313 69562910
3,464,076
TOTAL FINANCE 69,675,028
HEALTH - 8.9%
DRUGS & PHARMACEUTICALS - 5.4%
Alpha 1 Biomedicals, Inc. (a) 100 1,813 02091010
Amgen, Inc. (a) 130,600 5,909,650 03116210
Applied Immune Sciences, Inc. (a) 11,200 133,000 03820F10
Biogen, Inc. (a) 38,800 1,474,400 09059710
Bristol-Myers Squibb Co. 26,400 1,580,700 11012210
COR Therapeutics, Inc. (a) 30,500 419,375 21775310
Cell Genesys, Inc. (a) 18,900 373,275 15092110
Cellcor, Inc. (a) 3,000 3,375 15115510
Cellpro, Inc. (a) 19,200 542,400 15115610
Cephalon, Inc. (a) 10,800 178,200 15670810
Chiron Corp. (a) 34,400 2,863,800 17004010
Cortech, Inc. (a) 1,500 19,875 22051J10
Creative Biomolecules, Inc. (a) 26,500 265,000 22527010
Cytotheraputics, Inc. (a) 17,800 218,050 23292310
Elan PLC ADR (a) 41,750 1,743,063 28413120
Elan PLC Therapeutic Systems unit
(1 common & 1 ADR warrant) (a) 7,093 212,790 28413140
Genetics Institute, Inc. depository share (a) 22,300 1,020,225 37185530
IMCERA Group, Inc. 55,900 1,928,550 45245410
Immulogic Pharmaceutical Corp. (a) 7,200 82,800 45252R10
Interferon Sciences, Inc. (a) 1,100 5,363 45890310
Liposome Co, Inc. (a) 29,000 355,250 53631110
Magainin Pharmaceuticals, Inc. (a) 12,300 162,975 55903610
Marsam Pharmaceuticals, Inc. (a) 28,800 568,800 57172810
Molecular Biosystems, Inc. (a) 6,000 141,000 60851310
Perspective Biosystems, Inc. (a) 4,000 106,000 71527110
Pfizer, Inc. 137,600 9,150,400 71708110
Protein Design Labs, Inc. (a) 1,800 42,975 74369L10
Schering-Plough Corp. 88,900 5,945,188 80660510
Sciclone Pharmaceuticals, Inc. (a) 11,800 292,050 80862K10
SciGenics, Inc. (Callable) (a) 2,900 21,750 80890410
Somatix Therapy Corp. (a) 10,800 74,250 83444710
Therapeutic Discovery Corp. unit 1
Class A + 1 Alza Corp. (warrant) (a) 3,280 18,040 88337620
US Bioscience, Inc. (a) 304 3,230 91164610
Univax Biologics, Inc. (a) 100 925 91335G10
Warner-Lambert Co. 29,900 1,984,613 93448810
37,843,150
MEDICAL EQUIPMENT & SUPPLIES - 2.1%
Boston Scientific Corp. (a) 80,400 994,950 10113710
Cardinal Distribution, Inc. 14,000 612,500 14148710
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Dianon Systems, Inc. (a) 3,700 $ 22,200 25282610
Haemonetics Corp. (a) 29,500 700,625 40502410
Johnson & Johnson 147,800 6,447,775 47816010
McKesson Corp. 76 4,285 58155610
Medtronic, Inc. 62,800 4,851,300 58505510
PSICOR, Inc. (a) 300 3,488 74490110
Resound Corp. (a) 1,800 35,100 76119410
Sofamor/Danek Group, Inc. (a) 22,800 769,500 83400510
Zoll Medical Corp. (a) 4,600 144,900 98992210
14,586,623
MEDICAL FACILITIES MANAGEMENT - 1.4%
American Healthcorp, Inc. (a) 2,100 35,175 02649V10
Columbia Healthcare Corp. 45,600 1,322,400 19767910
GranCare, Inc. (a) 900 14,175 38518810
HCA Hospital Corporation of America
Class A (a) 19,400 572,300 40412010
HEALTHSOUTH Rehabilitation Corp. (a) 38,190 634,909 42192410
HealthTrust, Inc. - The Hospital Co. (a) 13,600 316,200 42221H10
Horizon Healthcare Corp. (a) 19,300 320,863 44042H10
Integrated Health Services, Inc. (a) 4,700 141,000 45812C10
Lincare Holdings, Inc. (a) 4,000 84,000 53279110
Manor Care, Inc. 13,150 277,794 56405410
PHP Healthcare Corp. (a) 24,700 157,463 69334410
Quantum Health Resources, Inc. (a) 10,100 303,000 74763L10
Summit Health Ltd. 32,900 250,863 86606410
U.S. Healthcare, Inc. 74,800 4,329,050 91191010
United HealthCare Corp. 20,000 1,445,500 91058110
10,204,692
TOTAL HEALTH 62,634,465
INDUSTRIAL MACHINERY & EQUIPMENT - 2.4%
ELECTRICAL EQUIPMENT - 1.9%
Antec Corp. (a) 19,600 539,000 03664P10
General Electric Co. 64,400 6,327,300 36960410
Gilat Satellite Networks (a) 800 12,000 40199892
Hutchison Whampoa Ltd. Ord. 855,000 3,431,158 44841510
Scientific-Atlanta, Inc. 60,000 1,882,500 80865510
Star Paging International Holdings Ltd. 2,240,000 978,666 85599692
Westinghouse Electric Corp. 10,000 140,000 96040210
13,310,624
INDUSTRIAL MACHINERY & EQUIPMENT - 0.5%
Caterpillar, Inc. 23,200 1,977,800 14912310
Flow International Corp. (a) 37,200 299,925 34346810
Granite Industries BHD 194,000 1,114,856 38799522
3,392,581
POLLUTION CONTROL - 0.0%
Weston (Roy F.), Inc. Class A (a) 700 $ 6,038 96113710
TOTAL INDUSTRIAL MACHINERY
& EQUIPMENT 16,709,243
MEDIA & LEISURE - 5.9%
BROADCASTING - 1.5%
BET Holdings, Inc. Class A (a) 2,400 44,400 08658510
Broadcasting Partners, Inc. Class A (a) 1,900 30,163 11131910
CBS, Inc. 5,200 1,602,900 12484510
Comcast Corp. Class A (special) 58,800 1,999,200 20030020
Evergreen Media Corp. Class A (a) 1,700 28,900 30024810
Gaylord Entertainment Co. Class A 4,400 105,600 36790110
Grupo Televisa SA De CV ADR (a) (b) 17,400 1,026,600 40049J10
Jacor Communications, Inc. Class A (a) 15,100 215,175 46985840
Peoples Choice TV Corp. (a) 1,500 39,000 71084710
Tele-Communications, Inc. Class A (a) 58,900 1,774,363 87924010
Time Warner, Inc. 44,627 1,969,166 88731510
Turner Broadcasting System, Inc. Class B 35,100 851,175 90026250
Viacom, Inc. (a) 17,700 865,088 92552410
10,551,730
ENTERTAINMENT - 0.6%
Carnival Cruise Lines, Inc. Class A 42,700 2,044,263 14365810
Casino America, Inc. (a) 27,800 625,500 14757510
Disney (Walt) Co. 31,600 1,256,100 25468710
New Line Cinema Corp. (a) 2,600 60,125 64646510
Players International, Inc. (a) 24,000 582,000 72790310
4,567,988
LEISURE DURABLES & TOYS - 0.3%
Callaway Golf Co. 21,000 1,094,625 13119310
Champion Enterprises, Inc. (a) 11,300 209,050 15849610
Coachmen Industries, Inc. 1,200 16,800 18987310
Fleetwood Enterprises, Inc. 19,000 458,375 33909910
Nu-Kote Holding, Inc. Class A (a) 10,400 218,400 66993510
1,997,250
LODGING & GAMING - 1.9%
Argosy Gaming Corp. (a) 13,600 316,200 04022810
Caesars World, Inc. (a) 12,400 606,050 12769510
Circus Circus Enterprises, Inc. (a) 16,200 560,925 17290910
Gtech Holdings Corp. (a) 22,000 640,750 40051810
Hospitality Franchise Systems, Inc (a) 29,900 1,278,225 44091210
International Game Technology 38,900 1,176,725 45990210
Mirage Resorts, Inc. (a) 125,000 2,750,000 60462E10
President Riverboat Casinos, Inc. (a) 67,050 1,609,200 74084810
Promus Companies, Inc. (a) 85,800 3,625,050 74342A10
WMS Industries, Inc. (a) 28,800 928,800 92929710
13,491,925
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.2%
Ming Pao Enterprise Corp. Ltd. (a) 367,000 $ 448,962 60399392
Tribune Co. 9,700 540,775 89604710
Washington Post Co. Class B 1,400 331,800 93964010
1,321,537
RESTAURANTS - 1.4%
Applebee's International, Inc. 5,200 133,900 03789910
Back Bay Restaurant Group, Inc. (a) 11,900 187,425 05635V10
Bertucci's, Inc. (a) 24,800 508,400 08606310
Brinker International, Inc. 15,300 634,950 10964110
Cracker Barrel Old Country Store, Inc. 9,700 274,025 22410010
Lone Star Steakhouse Saloon (a) 43,100 1,029,013 54230710
McDonald's Corp. 102,900 6,032,513 58013510
Outback Steakhouse, Inc. (a) 4,200 138,600 68989910
Quantum Restaurant Group, Inc. (a) 8,300 87,150 74763T10
Sbarro, Inc. 13,600 571,200 80584410
9,597,176
TOTAL MEDIA & LEISURE 41,527,606
NONDURABLES - 2.4%
BEVERAGES - 0.9%
Coca-Cola Company (The) 87,000 3,675,750 19121610
Coca-Cola Femsa SA de CV sponsored ADR (a) 3,900 111,150 19124110
Dr. Pepper/Seven-Up Companies, Inc. (a) 5,300 120,575 25613130
Emvasa Del Valle de Enah Ord. (a) 30,600 123,272 29299E22
PepsiCo, Inc. 58,500 2,354,625 71344810
6,385,372
FOODS - 0.0%
Herdez SA de CV Class B (a) 104,400 105,311 42799F23
International Multifoods Corp. 2,000 45,250 46004310
150,561
HOUSEHOLD PRODUCTS - 0.8%
BeautiControl Cosmetics, Inc. 10,000 117,500 07465510
First Brands Corp. 23,000 787,750 31935610
Gillette Company 61,300 3,831,250 37576610
Safeskin Corp. (a) 2,900 44,950 78645410
Safety First, Inc. (a) 20,000 545,000 78647510
Stanhome, Inc. 200 6,650 85442510
5,333,100
TOBACCO - 0.7%
Philip Morris Companies, Inc. 76,800 4,291,200 71815410
RJR Nabisco Holdings Corp. (a) 117,800 765,700 74960K10
5,056,900
TOTAL NONDURABLES 16,925,933
RETAIL & WHOLESALE - 9.1%
APPAREL STORES - 1.8%
AnnTaylor Stores Corp. (a) 7,200 $ 180,900 03611510
Catherines Stores Corp. (a) 7,200 138,600 14916F10
Cato Corp. Class A 82,750 1,717,063 14920510
Charming Shoppes, Inc. 196,800 2,656,800 16113310
Chicos Fashion, Inc. (a) 50,000 1,725,000 16861510
Designs, Inc. (a) 28,650 465,563 25057L10
Filene's Basement Corp. (a) 37,100 431,288 31686610
Gap, Inc. 81,200 3,248,000 36476010
Genesco, Inc. (a) 900 5,288 37153210
Giordano Holdings Ltd. Ord. 82,000 44,319 37599592
Limited, Inc. (The) 86,200 1,961,050 53271610
One Price Clothing Stores, Inc. (a) 2,700 51,975 68241110
Ross Stores, Inc. (a) 1,500 26,813 77829610
Talbots, Inc. (a) 7,500 200,625 87416110
Urban Outfitters, Inc. (a) 400 11,900 91704710
12,865,184
GENERAL MERCHANDISE STORES - 4.0%
Caldor Corp. (a) 10,500 324,188 12878710
Consolidated Stores Corp. (a) 59,600 1,259,050 21014910
Dayton Hudson Corp. 57,100 4,075,513 23975310
Dillard Department Stores, Inc. Class A 36,600 1,509,750 25406310
Federated Department Stores, Inc. (a) 56,100 1,227,188 31410J10
Lechters, Inc. (a) 3,200 36,800 52323810
May Department Stores Co. (The) 46,300 1,961,963 57777810
Penney (J.C.) Co., Inc. 129,600 6,917,400 70816010
Price/Costco, Inc. 59,100 1,130,288 74143W10
Proffitts, Inc. (a) 26,500 768,500 74292510
Sears, Roebuck & Co. 83,900 4,562,063 81238710
Wal-Mart Stores, Inc. 136,700 3,913,038 93114210
27,685,741
GROCERY STORES - 0.0%
Dairy Farm International Holdings Ltd. Ord. 135,000 228,938 23385910
RETAIL & WHOLESALE, MISC - 3.3%
Bed, Bath & Beyond, Inc. (a) 28,500 926,250 07589610
Best Buy Co., Inc. (a) 6,450 320,888 08651610
Body Shop International PLC (a) 14,600 45,127 09679992
CML Group, Inc. 165,400 4,465,800 12582010
Eagle Hardware & Garden, Inc. (a) 55,300 1,562,225 26959B10
50-Off Stores, Inc. (a) 30,800 254,100 31681110
Futures Shops Ltd. 18,300 309,966 36091310
Good Guys, Inc. (a) 5,800 90,625 38209110
Home Depot, Inc. (The) 26,600 1,100,575 43707610
Little Switzerland, Inc. (a) 29,000 261,000 53752810
Lowe's Companies, Inc. 130,200 6,672,750 54866110
National Record Mart, Inc. (a) 13,000 92,625 63735510
Office Depot, Inc. (a) 156,200 4,978,875 67622010
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISC - CONTINUED
Sunglass Hut International, Inc. (a) 10,500 $ 315,000 86736F10
Toys "R" Us, Inc. (a) 41,000 1,670,750 89233510
23,066,556
TOTAL RETAIL & WHOLESALE 63,846,419
SERVICES - 0.9%
EDUCATIONAL SERVICES - 0.0%
Informatics Holdings Ltd. (a) 184,000 240,350 45699D22
LEASING & RENTAL - 0.7%
Blockbuster Entertainment Corp. (a) 111,100 3,707,963 09367610
Ryder Systems, Inc. 44,100 1,289,925 78354910
4,997,888
PRINTING - 0.1%
Reynolds & Reynolds Co. Class A 6,200 261,175 76169510
SERVICES - 0.1%
Health Care Services Group, Inc. (a) 12,600 127,575 42190610
Kelly Services, Inc. Class A 8,800 247,500 48815220
Oroamerica, Inc. (a) 9,800 137,200 68702710
TRO Learning, Inc. (a) 700 6,825 87263R10
519,100
TOTAL SERVICES 6,018,513
TECHNOLOGY - 23.8%
COMMUNICATIONS EQUIPMENT - 6.4%
ADC Telecommunications, Inc. (a) 25,800 890,100 00088610
Cabletron Systems, Inc. (a) 76,400 8,002,900 12692010
Centigram Communications Corp. (a) 49,500 1,485,000 15231710
Cisco Systems, Inc. (a) 185,400 10,428,750 17275R10
DSC Communications Corp. (a) 38,000 2,056,750 23331110
Data Race, Inc. (a) 400 4,200 23784210
Digital Systems International, Inc (a) 400 1,425 25391210
General Instrument Corp. (a) 40,000 2,135,000 37012110
Inter-Tel, Inc. (a) 5,500 51,563 45837210
Level One Communications, Inc. (a) 800 24,200 52729510
Newbridge Networks Corp. (a) 37,900 1,857,100 65090110
Octel Communications Corp. (a) 10,000 250,000 67572410
S Megga International 3,032,000 981,246 99999C92
Summa Four, Inc. (a) 3,900 125,775 86562810
3Com Corp. (a) 152,300 5,539,913 88553510
Teledata Communications Ltd. (a) 700 14,525 93799992
Tellabs, Inc. (a) 23,100 947,100 87966410
Union Switch and Signal, Inc. (a) 28,900 455,175 90857310
VMX, Inc. (a) 40,600 175,088 91827610
Wellfleet Communications, Inc. (a) 152,200 8,884,675 94949710
Xircom, Inc. (a) 20,000 300,000 98392210
44,610,485
COMPUTER SERVICES & SOFTWARE - 6.6%
Acclaim Entertainment, Inc. (a) 77,300 $ 1,893,850 00432520
Adobe Systems, Inc. 31,200 721,500 00724F10
Brock Control Systems, Inc. (a) 41,400 693,450 11162610
CUC International, Inc. (a) 184,700 6,164,363 12654510
Chipcom Corp. (a) 30,900 1,367,325 16961710
Compuware Corp. (a) 21,900 542,025 20563810
Davidson & Associates, Inc. (a) 300 6,600 23858810
ECI Telecom Ltd. 129,600 3,045,600 26825810
Electronic Arts (a) 81,900 2,856,263 28551210
Electronics For Imaging Incorporated (a) 8,100 147,825 28608210
Equifax, Inc. 2,300 55,488 29442910
FTP Software, Inc. (a) 1,000 24,250 30266010
IMRS, Inc. (a) 2,200 50,600 44969610
Intelligent Electronics, Inc. 89,800 2,402,150 45815710
Landmark Graphics Corp. (a) 3,600 71,100 51491310
Lotus Development Corp. (a) 88,400 4,066,400 54570010
MicroAge, Inc. (a) 3,700 134,125 59492810
Microsoft Corp. (a) 66,000 5,280,000 59491810
Netmanage, Inc. (a) 500 16,000 64114410
Novell, Inc. (a) 76,900 1,807,150 67000610
Oracle Systems Corp. (a) 223,800 7,077,675 68389X10
Parametric Technology Corp. (a) 105,700 4,043,025 69917310
Platinum Software Corp. (a) 300 6,900 72764R10
Recognition Equipment, Inc. (a) 26,900 437,125 75623110
Sterling Software, Inc. (a) 10,000 278,750 85954710
Stratacom, Inc. (a) 40,000 720,000 86268310
Structural Dynamics Research Corp. (a) 50,800 876,300 86355510
Sybase, Inc. (a) 25,400 939,800 87113010
Synopsys, Inc. (a) 11,500 520,375 87160710
Viewlogic Systems, Inc. (a) 4,400 101,200 92672110
46,347,214
COMPUTERS & OFFICE EQUIPMENT - 6.7%
ADAPTEC, Inc. (a) 5,300 175,563 00651F10
AST Research, Inc. (a) 104,300 2,555,350 00190710
Auspex Systems, Inc. (a) 800 7,200 05211610
Compaq Computer Corp. (a) 328,500 23,775,188 20449310
Creative Technologies Corp. (a) 42,400 1,123,600 22599992
Danka Business Systems PLC
sponsored ADR 8,000 271,000 23627710
Dell Computer Corporation (a) 115,600 3,135,650 24702510
Digital Biometrics, Inc. (a) 6,900 91,425 25383310
EMC Corp. (a) 112,900 3,584,575 26864810
International Business Machines Corp. 65,100 3,507,263 45920010
MICROS Systems, Inc. (a) 7,500 153,750 59490110
Media Vision Technology, Inc. (a) 84,300 3,287,700 58445H10
Netframe Systems, Inc. (a) 14,900 245,850 64110610
Quantum Corp. (a) 7,300 104,025 74790610
VALUE VALUE
SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Seagate Technology (a) 111,500 $ 2,703,875 81180410
Supermac Technology, Inc. (a) 4,700 62,276 86843310
SynOptics Communications, Inc. (a) 54,200 1,382,100 87160910
Tech Data Corp. (a) 37,700 1,131,000 87823710
47,297,390
ELECTRONIC INSTRUMENTS - 0.2%
Applied Materials, Inc. (a) 40,300 1,420,575 03822210
ELECTRONICS - 3.6%
Dovatron International, Inc. (a) 57,800 1,589,500 25985910
Intel Corp. 57,800 3,554,700 45814010
Micron Technology, Inc. 74,500 3,445,625 59511210
Motorola, Inc. 107,900 10,115,625 62007610
Sanmina Corp. (a) 40,500 1,042,875 80090710
Texas Instruments, Inc. 90,900 5,840,325 88250810
25,588,650
PHOTOGRAPHIC EQUIPMENT - 0.3%
Eastman Kodak Co. 35,500 2,161,063 27746110
TOTAL TECHNOLOGY 167,425,377
TRANSPORTATION - 3.0%
AIR TRANSPORTATION - 0.8%
AMR Corp. (a) 25,800 1,699,575 00176510
Comair Holdings, Inc. 25,300 777,975 19978910
East Asiatic Co. Hong Kong Ltd. 227,000 88,158 27099892
Mesa Airlines, Inc. (a) 27,500 460,625 59048110
Technology Resources (MLAY) (a) 519,000 2,130,376 93699692
UAL Corp. (a) 1,200 178,200 90254910
5,334,909
RAILROADS - 1.4%
CSX Corp. 48,700 4,042,100 12640810
Chicago & North Western Holdings Corp. (a) 41,100 976,125 16715510
Conrail, Inc. 81,000 5,052,375 20836810
10,070,600
SHIPPING - 0.0%
Overseas Shipholding Group, Inc. 200 4,300 69036810
Shun Tak Holdings Ltd. 166,000 191,254 82799192
Transportacion Maritima Mexicana SA
de CV sponsored ADR Class A 14,000 136,500 89386830
332,054
TRUCKING & FREIGHT - 0.8%
Arkansas Best Corp. 5,000 $ 66,875 04079010
Federal Express Corp. (a) 75,700 5,412,550 31330910
Landstar System, Inc. (a) 8,800 159,500 51509810
5,638,925
TOTAL TRANSPORTATION 21,376,488
UTILITIES - 4.9%
CELLULAR - 1.2%
A Plus Communications, Inc. (a) 1,000 14,750 00193410
Arch Communications Group, Inc. (a) 63,600 874,500 03938110
Century Telephone Enterprises, Inc. 3,000 73,125 15668610
Dial Page, Inc. (a) 3,100 125,550 25247P10
IDB Communications Group, Inc. (a) 30,900 1,382,775 44935510
McCaw Cellular Communications, Inc.
Class A (a) 16,300 835,375 57946810
Metrocall, Inc. (a) 4,900 88,200 59164710
Mobile Telecommunications
Technologies, Inc. (a) 52,800 1,339,800 60740610
Nationwide Cellular Service, Inc. (a) 2,300 32,775 63859510
Nextel Communications, Inc. Class A 8,200 309,550 65332V10
Paging Network, Inc. (a) 79,350 2,281,313 69554210
Rogers Cantel Mobile Communications, Inc.
Class B (non-vtg.) (a) 31,700 795,021 77510210
United States Cellular Corp. (a) 7,800 242,775 91168410
8,395,509
ELECTRIC UTILITY - 0.2%
Consolidated Electric Power Asia Ltd.
sponsored ADR 16,000 259,252 20855210
Hong Kong Electric Holdings Ord. 314,000 1,060,921 43858010
Korea Electric Power Corp. 6,000 144,784 50099B92
1,464,957
TELEPHONE SERVICES - 3.5%
ALC Communications Corp. (a) 123,100 3,292,925 00157530
ALLTEL Corp. 6,700 172,525 02003910
American Telephone & Telegraph Co. 25,100 1,371,088 03017710
Ameritech Corp. 45,100 3,450,150 03095410
Bell Atlantic Corp. 7,800 468,000 07785310
BellSouth Corp. 11,100 634,088 07986010
Davel Communications Group, Inc. (a) 1,000 15,250 23833810
LCI International, Inc. (a) 36,100 1,191,300 50181310
MCI Communications Corp. 47,400 1,155,375 55267310
NYNEX Corp. 30,200 1,287,275 67076810
Pacific Telesis Group 15,100 856,925 69489010
Southwestern Bell Corp. 76,500 3,251,250 84533310
Sprint Corporation 133,400 4,368,850 85206110
VALUE
SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Telebras "PN" (Pfd. Reg.) 44,000,000 $ 1,545,720 95499792
Telecom Argentina Stet France (a) 39,500 186,031 90899992
Telefonica Argentina Class B (a) 48,600 264,927 87999D92
Telefonos de Mexico SA sponsored ADR
representing share Ord. Class L 8,200 457,150 87940378
US Long Distance Corp. (a) 22,500 376,875 91191220
24,345,704
TOTAL UTILITIES 34,206,170
TOTAL COMMON STOCKS
(Cost $554,638,708) 584,625,895
MATURITY
AMOUNT
REPURCHASE AGREEMENTS - 17.0%
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 3.24% dated
11/30/93 due 12/01/93 $ 119,682,770 119,672,000
TOTAL INVESTMENT in securities - 100%
(Cost $674,310,708) $ 704,297,895
LEGEND:
(g) Non-income producing
(h) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $1,970,663 or 0.3% of net
assets.
INCOME TAX INFORMATION:
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $676,650,525. Net unrealized appreciation
aggregated $27,647,370, of which $46,892,646 related to appreciated
investment securities and $19,245,276 related to depreciated investment
securities.

The fund hereby designates $6,269,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

Statement of Assets and Liabilities

<TABLE>
<CAPTION>
<S> <C> <C>
November 30, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $119,672,000)
(cost $674,310,708) (Notes 1 $ 704,297,895
and 2) - See accompanying schedule

Cash 929

Receivable for investments sold 13,433,399

Receivable for fund shares sold 6,136,999

Dividends receivable 852,175

Other receivables 38,909

Total assets 724,760,306

LIABILITIES

Payable for investments purchased $ 47,700,055

Payable for fund shares redeemed 1,708,556

Accrued management fee 359,173

Distribution fees payable (Note 4) 197,290

Other payables and accrued expenses 345,361

Total liabilities 50,310,435

NET ASSETS $ 674,449,871

Net Assets consist of:

Paid in capital $ 592,017,190

Undistributed net investment income 1,328,949

Accumulated undistributed net realized gain (loss) on investments 51,116,545

Net unrealized appreciation (depreciation) on investment securities 29,987,187

NET ASSETS $ 674,449,871

CALCULATION OF MAXIMUM OFFERING PRICE $29.74
INSTITUTIONAL CLASS
NET ASSET VALUE, offering price and
redemption price per share
($296,465,564 (divided by) 9,968,673 shares)

RETAIL CLASS $29.50
NET ASSET VALUE, and redemption price
per share ($377,984,307 (divided by)
12,811,811 shares)

Maximum offering price per share (100/95.25 of $29.50) $30.97

</TABLE>

Statement of Operations

<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended November 30, 1993

INVESTMENT INCOME $ 3,957,841
Dividends

Interest 2,477,445

Total income 6,435,286

EXPENSES

Management fee (Note 4) $ 2,646,631

Transfer agent fees (Note 4) 324,822
Institutional Class

Retail Class 647,152

Distribution fees - Retail Class (Note 4) 1,141,854

Accounting fees and expenses (Note 4) 234,813

Non-interested trustees' compensation 2,385

Custodian fees and expenses 102,433

Registration fees 108,605
Institutional Class

Retail Class 137,722

Audit 40,609

Legal 19,336

Miscellaneous 8,481

Total expenses before reductions 5,414,843

Expense reductions (Note 5) (39,081) 5,375,762

Net investment income 1,059,524

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 3) 37,971,228
Net realized gain (loss) on investment securities

Change in net unrealized appreciation (depreciation) on investment securities 9,616,597

Net gain (loss) 47,587,825

Net increase (decrease) in net assets resulting from operations $ 48,647,349

</TABLE>

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED NOVEMBER 30,

INCREASE (DECREASE) IN NET ASSETS 1993 1992

Operations $ 1,059,524 $ 944,099
Net investment income

Net realized gain (loss) on investments 37,971,228 4,806,695

Change in net unrealized appreciation (depreciation) on investments 9,616,597 17,029,147

Net increase (decrease) in net assets resulting from operations 48,647,349 22,779,941

Distributions to shareholders from:
Net investment income

Institutional Class (658,156) (91,191)

Retail Class (91,782) -

Net realized gain

Institutional Class (3,309,453) (8,130,245)

Retail Class (624,995) -

Share transactions - net increase (decrease) (Note 6) 428,507,160 118,655,000

Total increase (decrease) in net assets 472,470,123 133,213,505

NET ASSETS

Beginning of period 201,979,748 68,766,243

End of period (including undistributed net investment income of $1,328,949
and $1,019,363, respectively) $ 674,449,871 $ 201,979,748

</TABLE>

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Equity Portfolio Growth (the fund) is a fund of Fidelity
Advisor Series I (the trust) (formerly Fidelity Broad Street Trust) and is
authorized to issue an unlimited number of shares. The trust is registered
under the Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end management investment company organized as a Massachusetts
business trust.
The fund offers both Institutional Class and Retail Class shares which have
equal rights as to earnings, assets and voting privileges except that each
class bears different distribution and transfer agent expenses and certain
registration fees. Each class has exclusive voting rights with respect to
its distribution plans.

The following summarizes the significant accounting policies of the fund:
ALLOCATED EARNINGS AND EXPENSES. Investment income, expenses (other than
expenses incurred under each class's Distribution and Service Plans,
Transfer Agent Agreements and certain registration fees) and realized and
unrealized gains or losses on investments are allocated to each class of
shares based upon their relative net assets.
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Dividend and
interest income is recorded net of foreign taxes where recovery of such
taxes is not assured.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
2. OPERATING POLICIES - CONTINUED
FORWARD FOREIGN CURRENCY CONTRACTS - CONTINUED
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $917,420,702 and $544,666,908, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates ranging from
.31% to .52% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .33%.
For the period, the management fee was equivalent to an annual rate of
.66% of average net assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .2850% to .5200%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, the
Retail Class pays Fidelity Distributors Corporation (FDC), an affiliate of
FMR, a distribution and service fee that is based on an annual rate of .65%
of its average net assets. For the period, the Retail Class paid FDC
$1,141,854 of which $883,141 was paid to securities dealers, banks and
other financial institutions for selling shares of the Retail Class and
providing shareholder support services.
In addition, FMR or FDC may use its resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the plan amounted to $11,557 for the
period.
SALES LOAD. FDC received sales charges for selling shares of the Retail
Class. The sales charge rates ranged from 2.00% to 4.75% based on purchase
amounts of less than $1,000,000. Purchase amounts of $1,000,000 or more are
not charged a sales load. For the period, FDC received $10,102,208 of which
$8,579,172 was paid to securities dealers, banks and other financial
institutions.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEE. Fidelity Investments Institutional Operations Company
(FIIOC), an affiliate of FMR, and State Street Bank and Trust Company
(State Street) are the transfer, dividend disbursing and shareholder
servicing agents for the Institutional Class and Retail Class,
respectively. Under revised fee schedules which became effective January 1,
1993, FIIOC and State Street receive fees based on the type, size, number
of accounts and the number of transactions made by shareholders. FIIOC, on
behalf of State Street, also collects fees from the fund and pays State
Street for its services. FIIOC pays for typesetting, printing and mailing
of all shareholder reports, except proxy statements.
ACCOUNTING FEE. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $362,158 for the period.
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$39,081 under this arrangement.
6. SHARE TRANSACTIONS.
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK AND FUND
SHARES ARE NOT BACKED OR GUARANTEED BY
ANY BANK OR INSURED BY THE FDIC.
Share transactions for both classes were as follows:
SHARES DOLLARS
YEARS ENDED NOVEMBER 30, YEARS ENDED NOVEMBER 30,
1993 1992 (A) 1993 1992 (A)
INSTITUTIONAL CLASS
Shares sold 7,349,367 7,045,209 $ 209,624,041 $ 171,212,032
Reinvestment of distributions from net investment income 10,955 2,043
288,338 46,447
Reinvestment of distributions from capital gains 66,700 207,570
1,755,818 4,797,374
Shares redeemed (4,257,621) (3,288,083) (120,643,846) (78,651,077)
Net increase (decrease) 3,169,401 3,966,739 $ 91,024,351 $ 97,404,776
RETAIL CLASS
Shares sold 14,584,330 903,737 $ 412,419,636 $ 22,359,351
Reinvestment of distributions from net investment income 2,639 - 69,378
- -
Reinvestment of distributions from capital gains 18,819 - 494,812 -
Shares redeemed (2,654,268) (43,446) (75,501,017) (1,109,127)
Net increase (decrease) 11,951,520 860,291 $ 337,482,809 $ 21,250,224
(a) Share transactions for the Retail Class are for the period September
10, 1992 (commencement of sale of shares) to November 30, 1992.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Advisor Series I (formerly Fidelity Broad
Street Trust) and the Shareholders of Fidelity Advisor Equity Portfolio
Growth:
We have audited the accompanying statement of assets and liabilities of
Fidelity Advisor Series I: Fidelity Advisor Equity Portfolio Growth,
including the schedule of portfolio investments, as of November 30, 1993,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the
period then ended (Institutional Class) and for the year ended November 30,
1993 and for the period September 10, 1992 (commencement of sale of Retail
Class shares) to November 30, 1992 (Retail Class). These financial
statements and financial highlights are the responsibility of the fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993, by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Advisor Series I: Fidelity Advisor Equity Portfolio Growth as
of November 30, 1993, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years
in the period then ended (Institutional Class) and for the year ended
November 30, 1993 and for the period September 10, 1992 (commencement of
sale of Retail Class shares) to November 30, 1992 (Retail Class), in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
January 7, 1994

DISTRIBUTIONS
The Board of Trustees of Fidelity Advisor Equity Portfolio Growth voted to
pay to shareholders of record at the opening of business on record date,
the following distributions derived from capital gains realized from sales
of portfolio securities, and dividends derived from net investment income:

Institutional Class:
Pay Date Record Date Dividends Capital Gains
12/20/93 12/17/93 $0.11 $1.34
1/10/94 1/7/94 - .11

Retail Class:
Pay Date Record Date Dividends Capital Gains
12/20/93 12/17/93 - $1.34
1/10/94 1/7/94 - .11
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Robert E. Stansky, VICE PRESIDENT
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox
Phyllis Burke Davis
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Peter S. Lynch
Edward H. Malone
Marvin L. Mann
Gerald C. McDonough
Thomas R. Williams
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND
SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional
Operations Company
Boston, MA
CUSTODIAN
The Chase Manhattan Bank, N.A.
New York, NY
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM
TAX-EXEMPT FUND
ANNUAL REPORT
NOVEMBER 30, 1993
PERFORMANCE UPDATE
$100,000 OVER LIFE OF FUND

$229,982
$190,637
$100,000 OVER LIFE OF FUND: LET'S SAY THAT YOU INVESTED $100,000 IN
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM TAX-EXEMPT FUND (INSTITUTIONAL
CLASS) ON SEPTEMBER 30, 1985, SHORTLY AFTER THE FUND STARTED. BY NOVEMBER
30, 1993, THE VALUE OF YOUR INVESTMENT WOULD HAVE GROWN TO $190,637 - A
90.64% INCREASE ON YOUR INITIAL INVESTMENT. FOR COMPARISON, LOOK AT HOW A
$100,000 INVESTMENT IN THE LEHMAN BROTHERS MUNICIPAL BOND INDEX, AN
UNMANAGED INDEX (WITH DIVIDENDS REINVESTED) DID OVER THE SAME PERIOD. IT
WOULD HAVE GROWN TO $229,982 - A 129.98% INCREASE.
AVERAGE ANNUAL TOTAL RETURNS

INSTITUTIONAL
LIMITED TERM
TAX-EXEMPT
FUND
LEHMAN
BROTHERS
MUNICIPAL
BOND INDEX
FOR THE PERIOD ENDED NOVEMBER 30, 1993
One-year total return* 8.01% 11.09%
Five-year average annual total return* 7.94% 10.01%
Life of fund average annual total return* 8.13% n/a
FOR THE PERIOD ENDED NOVEMBER 30, 1993
One-year total return* 8.01% 11.09%
Five-year cumulative total return* 46.53% 61.12%
Life of fund cumulative total return* 89.91% n/a
CUMULATIVE TOTAL RETURNS
PERFORMANCE UPDATE - CONTINUED

INSTITUTIONAL
LIMITED TERM
TAX-EXEMPT
FUND
FOR THE PERIOD ENDED NOVEMBER 30, 1993
30-day annualized net yield 4.21%
Tax equivalent yield** 6.10%
One-year dividends per share 53.57(cents)
One-year dividend rate*** 5.13%
YIELD AND DIVIDENDS
* TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF
DIVIDENDS AND CAPITAL GAINS, IF ANY. AVERAGE ANNUAL TOTAL RETURNS FOR MORE
THAN ONE YEAR ASSUME A STEADY COMPOUNDED RATE OF RETURN AND ARE NOT THE
FUND'S YEAR-BY-YEAR RESULTS, WHICH FLUCTUATED OVER THE PERIODS SHOWN. LIFE
OF FUND FIGURES ARE FROM COMMENCEMENT OF OPERATIONS, SEPTEMBER 19, 1985, TO
THE PERIODS LISTED ABOVE. THE LEHMAN BROTHERS MUNICIPAL BOND INDEX IS A
BROAD MEASURE OF THE PERFORMANCE OF THE MUNICIPAL BOND MARKET. IT INCLUDES
REINVESTED DIVIDENDS AND CAPITAL GAINS.
FOR THE PERIOD ENDED NOVEMBER 30, 1993, FIDELITY ADVISOR LIMITED TERM
TAX-EXEMPT FUND (RETAIL CLASS) SHARES' CUMULATIVE TOTAL RETURNS WERE 7.72%,
45.95%, AND 89.17% FOR ONE YEAR, FIVE YEARS, AND LIFE OF FUND,
RESPECTIVELY. FOR THE PERIOD ENDED NOVEMBER 30, 1993, RETAIL CLASS SHARES'
AVERAGE ANNUAL TOTAL RETURNS (WHICH INCLUDE THE EFFECT OF THE RETAIL CLASS'
4.75% SALES CHARGE) WERE 2.61%, 6.81%, AND 7.44% FOR ONE YEAR, FIVE YEARS,
AND LIFE OF FUND, RESPECTIVELY.
IF THE ADVISER HAD NOT REDUCED CERTAIN FUND EXPENSES DURING THE PERIODS
SHOWN, TOTAL RETURNS WOULD HAVE BEEN LOWER.
** THE TAX EQUIVALENT YIELD SHOWS THE YIELD YOU WOULD HAVE EARNED ON A
TAXABLE INVESTMENT TO EQUAL THE FUND'S TAX-FREE
YIELD. IT IS BASED ON A 31% FEDERAL INCOME TAX RATE.
*** THE DIVIDEND RATE REFLECTS ACTUAL DIVIDENDS PAID DURING THE PERIOD. IT
IS BASED ON AN AVERAGE SHARE PRICE OF $10.44.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE, YIELD AND
RETURN WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.
MARKET RECAP
Generally, interest rates fell during the year ended November 30, 1993. As
a result, bond prices rose and most fixed-income investors - including
those in tax-free bonds - enjoyed attractive returns. The period began amid
expectations of higher interest rates to come. This was based on signs that
the economic recovery was finally taking hold, as well as uncertainty over
the spending plans of the president-elect. But as President Clinton
promised to tackle the deficit and fight inflation, the bond market
signaled its approval. The yield on the benchmark 30-year Treasury bond
declined steadily and reached a historic low of 5.79% in mid-October. By
the end of the period, as inflation fears returned, the 30-year bond was
yielding 6.30%. Two factors affected tax-free bonds specifically: On the
positive side, higher federal taxes - discussed all year and approved in
August - boosted demand. At the same time, record new issuance kept
supplies high, which somewhat dampened prices. Overall during the period,
tax-free bonds performed well compared to other fixed-income investments.
The Lehman Brothers Municipal Bond Index - a broad measure of the tax-free
bond market - rose 11.09%. By comparison, the Lehman Brothers Aggregate
Bond Index - which tracks investment-grade taxable bonds - rose only
10.89%, due in part to relatively poor performance by mortgage-backed
securities.

AN INTERVIEW WITH
JACK HALEY,
PORTFOLIO MANAGER OF
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM
TAX-EXEMPT FUND
Q. JACK, HOW DID THE FUND PERFORM?
A. Not as well as its peers. The fund's total return for the fiscal year
ended November 30, 1993 was 8.01%. During the same period, the average
intermediate municipal bond fund returned 9.52%, according to Lipper
Analytical Services.
Q. WHY DID THE FUND LAG?
A. For most of the year, the fund's assets were declining. To satisfy
redemptions, I had to keep more cash on hand than I would have liked. That
kept the fund's duration low: around six years, which was shorter than the
group average. Duration measures volatility. Through most of the past year,
when interest rates were falling and bond prices were rising, a longer
duration would have produced higher returns. Then in September, as the
fund's assets began climbing again, I took the opportunity to extend
duration. I continued in that vein - reaching 7.3 years by the end of
November - even as interest rates rose slightly in October and November.
While that hurt the fund in the short term, my goal was to set the stage
for stronger performance in the months to come.
Q. WHILE YOU'VE EXTENDED THE FUND'S DURATION, YOU'VE ALSO SOLD LONG-TERM
BONDS WITH A MATURITY OF 20 YEARS OR MORE. WHY?
A. Bonds that mature in 15-20 years currently offer almost as much yield as
bonds with maturities of 20 years or longer. But if interest rates rise and
bond prices fall, the shorter-term bonds have less downside risk. Given
that, I see little advantage to owning the longer-term bonds. Especially
when I can extend the fund's duration in other ways: by buying non-callable
bonds, which can't be prepaid; and zero-coupon bonds, which pay no interest
until maturity.
Q. YOU'VE BEEN BUYING A LOT OF CALIFORNIA BONDS LATELY. WHY?
A. Conditions in California are looking up. The state was operating within
about 1% of budget through the first quarter of its fiscal year, a big
improvement compared to all the red ink we've seen in recent years. I've
been adding to the fund's stake steadily for the last six months.
California bonds totaled 14.2% of the fund at the end of November, up from
less than 3% a year ago. Earlier in the year, I bought mainly high-quality
issues - insured bonds and AA-rated utility bonds. Recently, though, I've
begun selling the AAA insureds and buying single-A bonds; as economic
conditions improve in California, lower-rated bonds may have more
price-gain potential. So far, I have de-emphasized Southern California,
where I feel the recovery will lag the rest of the state, and focused
instead on state-agency bonds and Northern California local government
issues. I don't expect a rapid turnaround, but I do think now is a good
time to begin building a core position for the future.
Q. YOU'VE ALSO BEEN ADDING TO THE FUND'S STAKE IN EDUCATION BONDS - 16.3%
AT THE END OF NOVEMBER. WHY ARE THEY ATTRACTIVE?
A. Student loan bonds have largely replaced housing bonds over the last
year, as refinancings have made housing bonds progressively less
attractive. Student loan bonds may underperform other bonds in a rally; but
in a flat interest-rate environment - which I'm expecting as we head into
1994 - they can provide the fund with extra income. Some of the AA-rated
student-loan bonds I've bought lately offer three-quarters of a percentage
point more yield than comparable-maturity, AAA-rated general obligation
bonds, or GOs. GOs provide operating revenues for states and municipalities
and are funded by tax dollars. Looking ahead, if President Clinton succeeds
in reforming the way students finance their college education, that may
spell the end of student loan bonds in their present form. If so, we could
see a developing supply/demand imbalance, and ultimately higher prices.
Q. WHAT CAN WE EXPECT GOING FORWARD?
A. By the end of November, the fund was emerging from a difficult period
marked by net redemptions and declining assets. The fund has begun growing
again at an advantageous time, since the outlook for the municipal bond
market is reasonably bright. A further sharp drop in interest rates is
unlikely, but so is a sharp increase. As we enter 1994, I anticipate slow
to moderate economic growth in the first quarter and less worry about
inflation, both of which would be good for bonds. Munis in particular are
likely to benefit from reduced supply and increased demand stimulated by
higher taxes and the backing of high-coupon bonds that will likely be
called on January 1. I'll probably target a neutral to a slightly
aggressive duration - somewhere around seven years - and continue to
emphasize California bonds.
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND
INVESTMENTS/NOVEMBER 30, 1993
(Showing Percentage of Total Value of Investment in Securities)

PRINCIPAL VALUE
AMOUNT (NOTE 1)
MUNICIPAL BONDS - 88.1%
ALASKA - 1.2%
North Slope Borough Series B, 0% 1/1/03, (MBIA Insured) $ 1,000,000 $
635,000 662523RR
ARIZONA - 2.1%
Maricopa County Ind. Dev. Auth. Hosp. Facs. Rev. Rfdg. (Samaritan Health
Svcs.) Series B, 6.90% 12/1/99,
(MBIA Insured) 1,000,000 1,120,000 566820GB
CALIFORNIA - 14.2%
California Pub. Wrks. Board Lease Rev.:
Rfdg. (Dept. Corrections State Prisons) Series A, 5% 12/1/01 500,000
504,375 13068GNR
(California Univ. Proj.) Series A, 5.50% 6/1/10 1,000,000 995,000
13068GRE
East Bay Muni. Util. Dist. Wtr. Sys. Rev. Rfdg. 5% 6/1/14, (MBIA Insured)
750,000 697,500 271014GG
Fresno Swr. Rev. Series A-1, 6.25% 9/1/14, (AMBAC Insured) 1,250,000
1,373,437 358229CJ
Los Angeles County Ctfs. of Prtn. (Disney Parking Proj.):
0% 9/1/02 630,000 388,238 5446633M
0% 9/1/04 970,000 525,012 5446633R
0% 9/1/05 1,395,000 704,475 5446633T
0% 9/1/07 1,000,000 456,250 5446633W
Sacramento County Fing. Auth. Lease Rev. Rfdg. Series A, 5.375% 11/1/14,
(AMBAC Insured) 1,000,000 987,500 785846BL
Sacramento Muni. Util. Dist. Elec. Rev. 7.47% 11/15/08, (FGIC Insured)
(a)(d) 1,000,000 1,028,750 7860042C
7,660,537
COLORADO - 4.1%
Adams County Single Family Mtg. Rev. Rfdg. Series A-2, 8.70% 6/1/12, (FSA
Insured) 1,000,000 1,126,250 005706JS
Colorado Univ. Hosp. Auth. Hosp. Rev. Series A, 5.80% 11/15/03, (AMBAC
Insured) 1,000,000 1,077,500 914173AJ
2,203,750
DISTRICT OF COLUMBIA - 1.9%
District of Columbia Gen. Oblig. Rfdg. Series B, 5.10% 6/1/03, (AMBAC
Insured) 1,000,000 1,007,500 254760ZC
FLORIDA - 4.9%
Broward County Arpt. Sys. Rev. Rfdg. Series C, 5.25% 10/1/09, (AMBAC
Insured) 500,000 491,250 114894BL
Florida Tpk. Auth. Tpk. Rev. Rfdg. Series A, 5.25% 7/1/07, (FGIC Insured)
1,000,000 1,005,000 343136EX
Palm Beach County Solid Waste Auth. Rev. Series 1984, 7.75% 7/1/98, (MBIA
Insured) 1,000,000 1,137,500 696560BY
2,633,750
ILLINOIS - 3.8%
Chicago Single Family Mtg. Rev. (Cap. Appreciation) Series A, 0% 12/1/16,
(FGIC Insured) (b) 3,515,000 404,225 167685EF
Illinois Health Facs. Auth. Rev. Rfdg. (Felician Health Care, Inc.) Series
A, 6.85% 1/1/00, (AMBAC Insured) 1,000,000 1,105,000 45201HZC
Illinois Univ. Rev. (Auxiliary Facs. Sys.) 0% 4/1/07, (MBIA Insured)
1,135,000 546,219 914353EU
2,055,444
IOWA - 2.0%
Iowa Student Loan Liquidity Corp. Student Loan Rev. Series A, 6.35% 3/1/01
1,000,000 1,076,250 462590BT
KENTUCKY - 3.3%
Kentucky Higher Ed. Student Loan Corp. Insured Student Loan Rev. Series A,
4.70% 12/1/00 1,000,000 995,000 491303GJ
Owensboro Elec. Lt. & Pwr. Rev. Rfdg. Series B, 0% 7/1/02, (AMBAC
Insured) 1,190,000 779,450 691021HU
1,774,450
LOUISIANA - 2.0%
Louisiana Pub. Facs. Auth. Rev. Student Loan Sr. Series A-1, 6.20% 3/1/01
1,000,000 1,062,500 54640AJY
PRINCIPAL VALUE
AMOUNT (NOTE 1)
MUNICIPAL BONDS - CONTINUED
MARYLAND - 3.4%
Maryland Health & Higher Edl. Facs. Auth. Rev. (Sinai Hosp. Baltimore)
5.25% 7/1/19, (AMBAC Insured) $ 500,000 $ 478,125 574216FG
Northeast Waste Disp. Auth. Resources Recovery Rev. Rfdg. (Southwest
Resources Recovery Fac.) 7% 1/1/01,
(MBIA Insured) 500,000 566,875 664252BQ
Prince George's County Rfdg. Consolidated Pub. Impt. Ltd. Tax 5% 10/1/03
750,000 763,125 741701BG
1,808,125
MASSACHUSETTS - 9.3%
Massachusetts Gen. Oblig.:
Rfdg. Ltd. Tax Series B, 5.20% 11/1/04 400,000 409,500 575826AM
(Dedicated Income Tax) Series A, 7.875% 6/1/97 1,000,000 1,081,250
575825VX
Massachusetts Health & Edl. Facs. Auth. Rev. Rfdg. (Boston College)
Series K, 5.125% 6/1/08 1,000,000 973,750 5758512C
Massachusetts Ind. Fin. Agcy. Rev. (Cap. Appreciation) (Massachusetts
Biomedical Research) Series A-1:
0% 8/1/00 (b) 1,100,000 785,125 575914DV
0% 8/1/02 1,600,000 1,010,000 575914DY
New England Ed. Loan Marketing Corp. Massachusetts Student Loan Rev. Rfdg.
Series B, 5.40% 6/1/00 700,000 720,125 643898BG
4,979,750
MULTIPLE STATES - 3.0%
New England Ed. Loan Marketing Corp. Student Loan Rev. Rfdg. Sr. Issue
Series A, 6.50% 9/1/02 1,000,000 1,101,250 643898AT
Washington Metropolitan Area Trans. Auth. Gross Rev. Rfdg. 6% 7/1/08, (FGIC
Insured) 500,000 541,250 938782BE
1,642,500
NEW JERSEY - 5.7%
Hudson County Util. Auth. Util. Sys. Rev. 10% 7/1/11, (Pre-Refunded to
7/1/02 @ 100) (c) 1,000,000 1,370,000 443736AR
New Jersey Health Care Facs. Fing. Auth. Rev. (Shore Mem. Hosp.) Series C,
7.30% 7/1/99, (MBIA Insured) 1,500,000 1,674,375 645793QJ
3,044,375
NEW YORK - 3.2%
New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. 5.125% 6/15/04
1,000,000 988,750 649706ZV
New York State Local Govt. Assistance Corp. Rfdg. Series C, 5.50% 4/1/17
745,000 734,756 649876JN
1,723,506
NORTH CAROLINA - 2.1%
North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev. Rfdg. Series B, 7%
1/1/08 500,000 571,250 658196NW
North Carolina Muni. Pwr. Agcy. #1 Catawba Elec. Rev. Rfdg. 6% 1/1/04
500,000 533,750 658203QD
1,105,000
PENNSYLVANIA - 4.1%
Pennsylvania Hsg. Fin. Agcy. Rfdg. (Residential Dev. Section 8) Series A,
7% 7/1/01 1,000,000 1,087,500 708791ZL
Philadelphia Muni. Auth. Rev. (Justice Lease) Series A, 6.80% 11/15/02,
(MBIA Insured) 1,000,000 1,130,000 717904DS
2,217,500
RHODE ISLAND - 2.0%
Rhode Island Student Loan Auth. Student Loan Rev. Rfdg. Series A, 6.55%
12/1/00 (b) 1,000,000 1,066,250 762315AQ
TEXAS - 10.2%
Austin Util. Sys. Rev. Rfdg. Series A, 6% 11/15/06, (MBIA Insured)
1,000,000 1,083,750 052473T6
North East Independent School Dist. Rfdg. Series D, 0% 2/1/00 4,565,000
3,412,338 659154YL
Port Arthur Hsg. Fin. Corp. Single Family Mtg. Rev. Rfdg. 8.70% 3/1/12
895,000 976,669 733500BV
5,472,757
PRINCIPAL VALUE
AMOUNT (NOTE 1)
MUNICIPAL BONDS - CONTINUED
VIRGINIA - 2.8%
Portsmouth Pub. Impt. Rfdg. 5% 8/1/02 $ 1,000,000 $ 1,020,000 737237L9
Virginia Trans. Board of Trans. Contract Rev. Rfdg. (U.S. Route 58 Corridor
Prog.) Series A, 5% 5/15/04 500,000 500,625 928184DF
1,520,625
WASHINGTON - 2.8%
Washington Pub. Pwr. Supply Sys. Nuclear Proj. #1 Rev. Rfdg. Series A,
5.10% 7/1/00 1,500,000 1,530,000 939827QL
TOTAL MUNICIPAL BONDS (Cost $45,410,869) 47,339,569
MUNICIPAL NOTES (a) - 11.9%
FLORIDA - 2.8%
Dade County Health Facs. Auth. Hosp. Rev. (Miami Children's Hosp. Proj.)
Series 1990, 2.35%, LOC Barnett Bank, South
Florida, VRDN 1,500,000 1,500,000 233904KQ
INDIANA - 2.2%
Indiana Health Facs. Fing. Auth. Rev. (Cap. Access Designated Pool) Series
1991, 2.20%, LOC Comerica Bank, Detroit,
VRDN 1,200,000 1,200,000 454798CQ
NORTH DAKOTA - 1.9%
Grand Forks Health Care Facs. Rev. (United Hosp. Oblig. Group) Series
1992-B, 1.90%, LOC Fuji Bank, VRDN 1,000,000 1,000,000 385466AS
OHIO - 2.2%
Ohio State Univ. Rev. (Gen. Receipts) Series 1986 B, 2.10%, BPA Fuji Bank,
VRDN 1,200,000 1,200,000 677653QZ
PENNSYLVANIA - 2.8%
Schuylkill County Ind. Dev. Auth. Resources Recovery Rev. (Westwood Energy
Prop.) Series 1985, 2.10%, LOC Fuji Bank,
VRDN 1,500,000 1,500,000 80839TAA
TOTAL MUNICIPAL NOTES (Cost $6,400,000) 6,400,000
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $51,810,869) $ 53,739,569
Futures Contracts
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
20 U.S. Treasury Note Contracts March 1994 $ 2,246,876 $ (6,432)
THE VALUE OF FUTURES CONTRACTS SOLD AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 4.2%
SECURITY TYPE ABBREVIATIONS:
VRDN - Variable Rate Demand Notes
LEGEND:
(i) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(j) A portion of the security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $486,500.
(k) Security collateralized by an amount sufficient to pay interest and
principal.
(l) Inverse floating rate security is a security where the coupon is
inversely indexed to a floating interest rate multiplied by a specified
factor. If the floating rate is high enough, the coupon rate may be zero or
be a negative amount that is carried forward to reduce future interest
and/or principal payments. The price may be considerably more volatile than
the price of a comparable fixed rate security.
OTHER INFORMATION:
The composition of long-term debt holdings as a percentage of total value
of investment in securities for the period ended is as follows (ratings are
unaudited):
MOODY'S S&P
RATINGS RATINGS
Aaa, Aa, A 88.1% AAA, AA, A 78.3%
Baa 0.0% BBB 0.0%
Ba 0.0% BB 0.0%
B 0.0% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%

The distribution of municipal securities by revenue source, as a percentage
of total value of investment in securities, is as follows:
Health Care 20.4%
Education 16.3
General Obligation 15.5
Lease Revenue 10.6
Electric Revenue 10.3
Others (individually less than 10%) 26.9
TOTAL 100.0%
INCOME TAX INFORMATION:
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $51,810,869. Net unrealized appreciation aggregated
$1,928,700, of which $2,136,321 related to appreciated investment
securities and $207,621 related to depreciated investment securities.
FINANCIAL STATEMENTS

Statement of Assets and Liabilities

<TABLE>
<CAPTION>
<S> <C> <C>
November 30, 1993

ASSETS

Investment in securities, at value (cost $51,810,869) (Note 1) - See accompanying schedule $ 53,739,569

Cash 2,391,579

Interest receivable 736,508

Receivable from investment adviser for expense reductions (Note 5) 6,696

Total assets 56,874,352

LIABILITIES

Payable for investments purchased $ 1,346,305

Payable for fund shares redeemed 472,491

Dividends payable 106,429

Accrued management fee 17,955

Payable for daily variation on futures contracts 5,716

Other payables and accrued expenses 49,254

Total liabilities 1,998,150

NET ASSETS $ 54,876,202

Net Assets consist of:

Paid in capital $ 50,654,567

Accumulated undistributed net realized gain (loss) on investments 2,299,367

Net unrealized appreciation (depreciation) on:

Investment securities 1,928,700

Futures contracts (6,432)

NET ASSETS $ 54,876,202

CALCULATION OF MAXIMUM $10.46
OFFERING PRICE
INSTITUTIONAL CLASS
NET ASSET VALUE, offering price
and redemption price per share
($15,076,139 (divided by) 1,441,700
shares)

RETAIL CLASS $10.46
NET ASSET VALUE, and redemption
price per share ($39,800,063 (divided by)
3,806,354 shares)

Maximum offering price per share (100/95.25 of $10.46) $10.98

</TABLE>

Statement of Operations

<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended November 30, 1993

INTEREST INCOME $ 2,124,173

EXPENSES

Management fee (Note 4) $ 156,087

Transfer agent fees (Note 4) 11,310
Institutional Class

Retail Class 20,990

Distribution fees - Retail Class (Note 4) 38,552

Accounting fees and expenses (Note 4) 49,534

Non-interested trustees' compensation 250

Custodian fees and expenses 4,031

Registration fees 23,941
Institutional Class

Retail Class 47,410

Audit 26,416

Legal 13,839

Miscellaneous 256

Total expenses before reductions 392,616

Expense reductions (Note 5) (110,001) 282,615

Net interest income 1,841,558

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 3)
Net realized gain (loss) on:

Investment securities 203,051

Futures contracts 18,592 221,643

Change in net unrealized appreciation (depreciation) on:

Investment securities 458,224

Futures contracts (19,618) 438,606

Net gain (loss) 660,249

Net increase (decrease) in net assets resulting from operations $ 2,501,807

</TABLE>

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED NOVEMBER 30,

1993 1992

INCREASE (DECREASE) IN NET ASSETS

Operations $ 1,841,558 $ 3,843,199
Net interest income

Net realized gain (loss) on investments 221,643 5,234,296

Change in net unrealized appreciation (depreciation) on investments 438,606 (3,763,918)

Net increase (decrease) in net assets resulting from operations 2,501,807 5,313,577

Distributions to shareholders from:
Net interest income

Institutional Class (511,980) (3,832,070)

Retail Class (1,329,578) (11,129)

Net realized gain

Institutional Class (2,190,378) -

Retail Class (143,697) -

Share transactions - net increase (decrease) (Note 6) 26,369,495 (71,584,059)

Total increase (decrease) in net assets 24,695,669 (70,113,681)

NET ASSETS

Beginning of period 30,180,533 100,294,214

End of period $ 54,876,202 $ 30,180,533

</TABLE>

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Limited Term Tax-Exempt Fund (the fund) is a fund of
Fidelity Advisor Series VI (the trust) (formerly Fidelity Oliver Street
Trust) and is authorized to issue an unlimited number of shares. The trust
is registered under the Investment Company Act of 1940, as amended (the
1940 Act), as an open-end management investment company organized as a
Massachusetts business trust.
The fund offers both Institutional Class and Retail Class shares which have
equal rights as to earnings, assets and voting privileges except that each
class bears different distribution and transfer agent expenses and certain
registration fees. Each class has exclusive voting rights with respect to
its distribution plans.
The following summarizes the significant accounting policies of the fund:
ALLOCATED EARNINGS AND EXPENSES. Investment income, expenses (other than
expenses incurred under each class's Distribution and Service Plans,
Transfer Agent Agreements and certain registration fees) and realized and
unrealized gains or losses on investments are allocated to each class of
shares based upon their relative net assets.
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days are valued either at amortized cost or original
cost plus accrued interest, both of which approximate current value.
Securities for which quotations are not readily available through the
pricing service are valued at their fair value as determined in good faith
under consistently applied procedures under the general supervision of the
Board of Trustees.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net interest income. Distributions from realized gains, if
any, are recorded on the ex-dividend date.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve, to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $33,080,602 and $15,902,467, respectively.
The face value of futures contracts opened and closed amounted to
$10,795,068 and $8,541,760, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (FMR) receives a monthly fee that is calculated on the
basis of a group fee rate plus a fixed individual fund fee rate applied to
the average net assets of the fund. The group fee rate is the weighted
average of a series of rates ranging from .15% to .37% and is based on the
monthly average net assets of all the mutual funds advised by FMR. The
annual individual fund fee rate is .25%. For the period, the management fee
was equivalent to an annual rate of .42% of average net assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .1325% to .3700%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, the
Retail Class pays Fidelity Distributors Corporation (FDC), an affiliate of
FMR, a distribution and service fee that is based on an annual rate of .25%
of its average net assets. For the period, the Retail Class paid FDC
$38,552 all of which was paid to securities dealers, banks and other
financial institutions for selling shares of the Retail Class and providing
shareholder support services.
In addition, FMR or FDC may use its resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $1,134 for the
period.
SALES LOAD. FDC received sales charges for selling shares of the Retail
Class. The sales charge rates ranged from 2.00% to 4.75% based on purchase
amounts of less than $1,000,000. Purchase amounts of $1,000,000 or more are
not charged a sales load. For the period, FDC received $669,395 of which
$571,954 was paid to securities dealers, banks and other financial
institutions.
TRANSFER AGENT AND ACCOUNTING FEES. United Missouri Bank, N.A. (the Bank)
is the custodian and transfer and shareholder servicing agent for the fund.
The Bank has entered into sub-contracts with Fidelity Investments
Institutional Operations Company (FIIOC), an affiliate of FMR, and State
Street Bank and Trust Company (SSB) to perform the transfer, dividend
disbursing and shareholder servicing agent functions for the Institutional
Class and Retail Class, respectively. Under revised fee schedules which
became effective January 1, 1993, FIIOC and SSB receive fees based on the
type, size, number of accounts and the number of transactions made by
shareholders. FIIOC, on behalf of SSB, collects fees from the fund and pays
SSB for its services. FIIOC pays for typesetting, printing and mailing of
all shareholder reports, except proxy statements.
The Bank also has a sub-contract with Fidelity Service Co. (FSC), an
affiliate of FMR, under which FSC maintains the fund's accounting records.
The fee is based on the level of average net assets for the month plus
out-of-pocket expenses. For the period, FSC received accounting fees
amounting to $45,724.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the fund for total operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) above an annual rate of .65% and .90% of average net assets for
the Institutional Class and Retail Class, respectively. For the period, the
reimbursement reduced expenses by $39,011 and $70,990 for the Institutional
Class and Retail Class, respectively.
6. SHARE TRANSACTIONS.
Share transactions for both classes were as follows:
SHARES DOLLARS
YEARS ENDED NOVEMBER 30, YEARS ENDED NOVEMBER 30,
1993 1992 (A) 1993 1992 (A)
INSTITUTIONAL CLASS
Shares sold 1,304,786 1,097,145 $ 13,459,923 $ 11,631,215
Reinvestment of distributions from:
Net interest income 16,630 56,227 172,322 615,318
Net realized gain 29,782 - 301,993 -
Shares redeemed (2,475,469) (7,871,894) (25,708,464) (85,570,333)
Net increase (decrease) (1,124,271) (6,718,522) $ (11,774,226) $
(73,323,800)
RETAIL CLASS
Shares sold 3,977,874 236,060 $ 41,639,361 $ 2,600,609
Reinvestment of distributions from:
Net interest income 42,142 533 441,120 -
Net realized gain 10,264 - 104,073 5,880
Shares redeemed (382,039) (78,480) (4,040,833) (866,748)
Net increase (decrease) 3,648,241 158,113 $ 38,143,721 $ 1,739,741
(a) Share transactions for the Retail Class are for the period September
10, 1992 (commencement of sale of shares) to November 30, 1992.

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK AND FUND
SHARES ARE NOT BACKED OR GUARANTEED BY
ANY BANK OR INSURED BY THE FDIC.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Advisor Series VI (formerly Fidelity Oliver
Street Trust) and the Shareholders of Fidelity Advisor Limited Term
Tax-Exempt Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Advisor Series VI: Fidelity Advisor Limited Term Tax-Exempt Fund,
including the schedule of portfolio investments, as of November 30, 1993,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the
period then ended (Institutional Class) and for the year ended November 30,
1993 and for the period September 10, 1992 (commencement of sale of Retail
Class shares) to November 30, 1992 (Retail Class). These financial
statements and financial highlights are the responsibility of the fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993, by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Advisor Series VI: Fidelity Advisor Limited Term Tax-Exempt
Fund as of November 30, 1993, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years
in the period then ended (Institutional Class) and for the year ended
November 30, 1993 and for the period September 10, 1992 (commencement of
sale of Retail Class shares) to November 30, 1992 (Retail Class), in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
January 7, 1994

DISTRIBUTIONS
The Board of Trustees of Fidelity Advisor Limited Term Tax-Exempt Fund
voted to pay on December 20, 1993, to shareholders of record at the opening
of business on December 17, 1993, a distribution of $.02 and $.02 derived
from capital gains realized from sales of portfolio securities for the
Institutional Class and Retail Class, respectively.
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
John F. Haley, Jr., VICE PRESIDENT
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox
Phyllis Burke Davis
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Peter S. Lynch
Edward H. Malone
Marvin L. Mann
Gerald C. McDonough
Thomas R. Williams
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND
SHAREHOLDER
SERVICING AGENT
United Missouri Bank, N.A.
Kansas City, MO
CUSTODIAN
United Missouri Bank, N.A.
Kansas City, MO
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM BOND FUND
ANNUAL REPORT
NOVEMBER 30, 1993
PERFORMANCE UPDATE
$100,000 OVER LIFE OF FUND

$279,150
$272,268
$100,000 OVER LIFE OF FUND: LET'S SAY THAT YOU INVESTED $100,000 IN
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM BOND FUND (INSTITUTIONAL
CLASS) ON FEBRUARY 29, 1984, SHORTLY AFTER THE FUND STARTED. BY NOVEMBER
30, 1993, THE VALUE OF YOUR INVESTMENT WOULD HAVE GROWN TO $279,150 - A
179.15% INCREASE ON YOUR INITIAL INVESTMENT. FOR COMPARISON, LOOK AT HOW A
$100,000 INVESTMENT IN THE LEHMAN BROTHERS INTERMEDIATE
GOVERNMENT-CORPORATE BOND INDEX, AN UNMANAGED INDEX (WITH DIVIDENDS
REINVESTED) DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN TO $272,268 - A
172.27% INCREASE.
AVERAGE ANNUAL TOTAL RETURNS
INSTITUTIONAL
LIMITED TERM
BOND FUND
LEHMAN
BROTHERS
INTERMEDIATE
GOVERNMENT-
CORPORATE
BOND INDEX
FOR THE PERIOD ENDED NOVEMBER 30, 1993
One-year total return* 13.17% 9.74%
Five-year average annual total return* 10.81% 10.39%
Life of fund average annual total return* 10.95% n/a
FOR THE PERIOD ENDED NOVEMBER 30, 1993
One-year total return* 13.17% 9.74%
Five-year cumulative total return* 67.09% 63.89%
Life of fund cumulative total return* 177.94% n/a
CUMULATIVE TOTAL RETURNS
PERFORMANCE UPDATE - CONTINUED
INSTITUTIONAL
LIMITED TERM
BOND FUND
FOR THE PERIOD ENDED NOVEMBER 30, 1993
30-day annualized net yield 5.20%
One-year dividends per share 84.27(cents)
One-year dividend rate** 7.63%
YIELD AND DIVIDENDS
* TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF
DIVIDENDS AND CAPITAL GAINS, IF ANY. AVERAGE ANNUAL TOTAL RETURNS FOR MORE
THAN ONE YEAR ASSUME A STEADY COMPOUNDED RATE OF RETURN AND ARE NOT THE
FUND'S YEAR-BY-YEAR RESULTS, WHICH FLUCTUATED OVER THE PERIODS SHOWN. LIFE
OF FUND FIGURES ARE FROM COMMENCEMENT OF OPERATIONS, FEBRUARY 2, 1984, TO
THE PERIODS LISTED ABOVE. THE LEHMAN BROTHERS INTERMEDIATE
GOVERNMENT-CORPORATE BOND INDEX IS A BROAD MEASURE OF THE PERFORMANCE OF
INTERMEDIATE (ONE- TO TEN-YEAR) BONDS. IT INCLUDES REINVESTED DIVIDENDS AND
CAPITAL GAINS, IF ANY.
FOR THE PERIOD ENDED NOVEMBER 30, 1993 FIDELITY ADVISOR LIMITED TERM BOND
FUND (RETAIL CLASS) SHARES' CUMULATIVE TOTAL RETURNS WERE 12.50%, 65.84%
AND 175.87% FOR ONE YEAR, FIVE YEARS, AND LIFE OF FUND, RESPECTIVELY. FOR
THE PERIOD ENDED NOVEMBER 30, 1993, RETAIL CLASS SHARES' AVERAGE ANNUAL
TOTAL RETURNS (WHICH INCLUDE THE EFFECT OF THE RETAIL CLASS' 4.75% SALES
CHARGE) WERE 7.15%, 9.57%, AND 10.32% FOR ONE YEAR, FIVE YEARS, AND LIFE OF
FUND, RESPECTIVELY.
IF THE ADVISER HAD NOT REIMBURSED CERTAIN FUND EXPENSES DURING THE PERIODS
SHOWN, TOTAL RETURNS WOULD HAVE BEEN LOWER.
** THE DIVIDEND RATE REFLECTS ACTUAL DIVIDENDS PAID DURING THE PERIOD. IT
IS BASED ON AN AVERAGE SHARE PRICE OF $11.05.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE, YIELD AND
RETURN WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.
MARKET RECAP
By December 1, 1992, the bond market had gotten over the jitters tied to
the unknown plans of a newly-elected president, and begun a year of sharp
gains tied to low inflation, falling interest rates and slow growth in the
U.S. economy. Through December and into the new year, the market signaled
its approval of Mr. Clinton's plans to tackle the budget deficit and fight
inflation. The yield on the benchmark 30-year Treasury bond fell from 7.57%
on December 1 to 6.73% on March 8, 1993. After a brief inflation scare in
late spring, bond investors focused on continued high unemployment and slow
growth, and interest rates resumed their downward trend. The yield on the
30-year Treasury dropped below 6% in early September, and hit a three
decade low in mid-October, yielding 5.79%. Soon after, strengthening
economic numbers fueled more nervousness over inflation. Interest rates
rose in late October and into November, driving bond prices down and
dampening results for the year, overall. However, the Lehman Brothers
Government Treasury Long Term Index shows long-term Treasuries returned a
strong 20.08% for the 12 months ended November 30, 1993. Corporate junk
bonds - which benefited from a strengthening economy - rose 18.58%, as
measured by the Salomon Brothers Composite High Yield Index. Mortgage
securities continued to lag other fixed-income investments, reflecting the
impact of mortgage refinancing by millions of homeowners. The Salomon
Brothers Mortgage Index rose 7.53%. The Lehman Brothers Aggregate Bond
Index, a broad measure of bond performance, returned 10.89% for the year.
Globally, falling interest rates and low inflation fueled strong returns in
both developed countries and, more notably, in emerging markets. The
Salomon Brothers World Government Bond Index - which includes U.S. issues -
rose 12.99% for the year. The J.P. Morgan Emerging Market Bond Index was up
39.11%.

AN INTERVIEW WITH
MICHAEL GRAY,
PORTFOLIO MANAGER OF
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM BOND FUND
Q. MICHAEL, HOW DID THE FUND PERFORM?
A. Quite well. The fund's total return - which includes income and changes
in share price - was 13.17% for the year ended November 30, 1993. That
performance beat the number for the average intermediate investment grade
bond fund, which returned 10.74% for the year, according to Lipper
Analytical Services.
Q. TO WHAT DO YOU CREDIT THE STRONG RETURNS?
A. A few factors. First, over most of this year, I made sure the fund's
duration - which measures its sensitivity to interest rate changes -
remained on the long side. This meant buying bonds - in this case
Treasuries - with long maturities to take better advantage of the falling
interest rates we saw this year. These bonds gain more in price than
shorter issues when rates drop. For example, at the end of August the
fund's duration was quite long at 5.3 years, which means for every one
percentage point drop in interest rates, the share price of the fund would
have risen roughly 5.3%. Conversely, if interest rates had risen one
percentage point, the share price would have dropped about 5.3%. Because we
experienced falling interest rates this year, my plan worked.
Q. WHAT ELSE HELPED?
A. To help offset some of the risk of holding longer bonds, I also employed
what's called a "barbell strategy." As I gathered long-term bonds - those
with maturities of 10 years or more - I invested most of the remainder of
the fund's money in short-term issues - those with maturities of less than
three years - with very few in between. This strategy worked because the
yield curve flattened - that is, the difference between long- and
short-term interest rates narrowed. The fund made significant price gains
on the longer-term issues and reduced risk with the shorter-term bonds.
Finally, the fund had quite a large stake - 32.30% - in corporate bonds.
Generally, these issues offered higher yields than U.S. Treasury bonds of
similar maturities. About 7.5% of our corporates were in banks, which
returned high yields when credit quality improved in the banking sector.
Q. THE FUND'S AVERAGE DURATION ROSE FROM 4.8 YEARS IN MAY TO 5.3 YEARS IN
AUGUST. THEN, BY THE END OF NOVEMBER, YOU HAD SHORTENED THE DURATION TO 3.5
YEARS. CAN YOU EXPLAIN THE CHANGES?
A. I've been very optimistic about the bond market all year, but lately
I've turned a bit defensive. As I mentioned, when interest rates were
falling, I lengthened the duration to achieve more dramatic gains as bond
prices rose. Right now, I'm concerned about a short-term rise in inflation,
which could send rates up a little. I've shortened the duration, which
means if rates go up, the fund's share price won't drop as much as it would
if the duration were longer.
Q. OVERSEAS INVESTING HAS BEEN A NOTICEABLE TREND AMONG MUTUAL FUND
MANAGERS LATELY. HAVE YOU JOINED IN?
A. Definitely. I had 26.7% of the fund's investments overseas at the end of
November. The fund's foreign investments break down about evenly between
dollar-denominated securities and non-dollar denominated securities. When a
foreign entity issues debt in the U.S. market in U.S. dollars, that
dollar-denominated debt is called a Yankee Bond. Obviously, there is no
currency risk - the risk that changes in the relationship of a foreign
country's currency to the U.S. dollar would adversely affect the prices of
the bonds I hold. Conversely, when I buy bonds issued by a foreign company
or country in that country's own currency, they're non-dollar denominated.
On that end, short-term issues from the Mexican government, called Cetes,
have produced double-digit returns for the fund. That more than offset
their currency risk. Lately, I've cut back on Cetes for two reasons. First,
their yields have dropped substantially and are no longer as attractive.
Second, I was concerned about the vote on the North American Free Trade
Agreement. Over the last few months I felt, if NAFTA failed, the Mexican
economy might stumble in the short term. Now that Congress has passed
NAFTA, I'm increasing my Mexican investments, as I believe the pact will
have positive long-term economic effects for Mexico.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. According to all forecasts, the fourth quarter should be strong
economically. This has already started to produce a slight inflation scare,
but I think inflation will remain low - in the 2 to 2 1/2% range - in the
coming months. I expect the economy may grow slowly in 1994. The Clinton
tax hike and health-care plan may put a heavier economic burden on some
families and businesses. Slow growth and low inflation are favorable for
bonds, but if interest rates stabilize at a low level, we won't see the
price gains we've experienced over the last six months. So it could be
tough to produce the returns the fund realized in '93.
FIDELITY ADVISOR LIMITED TERM BOND FUND
INVESTMENTS/NOVEMBER 30, 1993
(Showing Percentage of Total Value of Investment in Securities)

PRINCIPAL VALUE PRINCIPAL VALUE
AMOUNT (A) (NOTE 1) AMOUNT (A) (NOTE 1)
NONCONVERTIBLE BONDS - 32.3%
ENERGY - 4.1%
ENERGY SERVICES - 1.7%
Petroliam Nasional Berhad yankee
6 7/8%, 7/1/03 $ 4,100,000 $ 4,176,875 716708AA
OIL & GAS - 2.4%
B.P. America, Inc.:
9 3/8%, 6/1/97 100,000 102,579 055625AB
7 7/8%, 5/15/02 100,000 110,062 055625AN
Societe Nationale Elf Aquitaine
8%, 10/15/01 5,000,000 5,540,400 833658AB
5,753,041
TOTAL ENERGY 9,929,916
FINANCE - 19.9%
ASSET-BACKED SECURITIES - 2.5%
SCFC Recreational Vehicle Loan
Trust 7 1/4%, 9/15/06 1,155,588 1,181,589 783940AA
Standard Credit Card Master
Trust I, participation certificate,
5 1/2%, 9/7/98 5,000,000 4,915,000 85333JAX
6,096,589
BANKS - 7.5%
BankAmerica Corp.:
8 3/8%, 3/15/02 150,000 166,879 066050BQ
7 3/4%, 7/15/02 100,000 106,982 066050BS
7.20%, 9/15/02 100,000 103,499 066050BV
Chemical Bank New York Trust Co.
7 1/4%, 9/15/02 3,000,000 3,114,810 163717FH
First Hawaiian Bank secured 6.93%,
12/1/03 (b) 2,000,000 2,000,000 320500AA
Korea Development Bank 7%,
7/15/99 5,000,000 5,231,250 500630AE
National City Corp. 8 3/8%,
3/15/96 200,000 213,936 635405AF
Nationsbank Corp. 8 1/8%,
6/15/02 3,000,000 3,260,130 638585AA
Society Corporation 8 7/8%,
5/15/96 3,600,000 3,892,068 833663AC
18,089,554
CREDIT & OTHER FINANCE - 6.6%
American General Financial
Corporation 12 3/4%, 12/1/94 1,000,000 1,082,610 02635KAJ
Associates Corp. of North America
10%, 4/15/94 $ 3,500,000 $ 3,573,150 046003DA
Beneficial Corp.:
12.45%, 1/15/94 850,000 857,556 081721BE
12.60%, 3/15/94 1,000,000 1,023,490 081721BF
12%, 11/1/94 2,000,000 2,136,800 081721BJ
Deere (John) Capital Corp.
9 5/8%, 11/1/98 2,500,000 2,884,975 244217AN
Ford Capital BV yankee bonds
9 3/8%, 1/1/98 100,000 112,135 345220AD
Ford Motor Credit Co.:
8%, 6/15/02 100,000 108,884 345397GN
7 3/4%, 11/15/02 100,000 107,689 345397GQ
Grand Metropolitan Investment
Corp. 8 1/8%, 8/15/96 3,000,000 3,224,430 386088AA
PNC Funding Corp. 6 7/8%,
2/1/03 1,000,000 1,028,210 693476AF
16,139,929
INSURANCE - 1.2%
NYLIFE Funding, Inc. gtd. 9 1/4%,
5/15/95 700,000 746,634 629483AA
SAFECO Corp. 10 3/4%, 9/15/95 2,000,000 2,204,800 786429AC
2,951,434
SAVINGS & LOANS - 2.0%
Household Bank FSB Newport
Beach, Calif. 6 1/2%, 7/15/03 5,000,000 4,956,250 441800JD
SECURITIES INDUSTRY - 0.1%
TNE Funding Corp. gtd. 9%,
5/1/95 200,000 210,042 872910AA
TOTAL FINANCE 48,443,798
NONDURABLES - 0.1%
TOBACCO - 0.1%
Philip Morris Cos., Inc.:
9 3/4%, 5/1/97 100,000 112,714 718154BD
9.45%, 11/19/97 100,000 113,638 718156DB
226,352
RETAIL & WHOLESALE - 2.0%
GROCERY STORES - 2.0%
Secured Finance-Kroger, Inc. gtd.
secured 9.05%, 12/15/04 4,000,000 4,742,400 81371FAA
TECHNOLOGY - 2.1%
COMPUTER SERVICES & SOFTWARE - 2.1%
First Data Corp. 6 5/8%, 4/1/03 5,000,000 5,019,450 319963AA

PRINCIPAL VALUE PRINCIPAL VALUE
AMOUNT (A) (NOTE 1) AMOUNT (A) (NOTE 1)
NONCONVERTIBLE BONDS - CONTINUED
TRANSPORTATION - 0.7%
AIR TRANSPORTATION - 0.7%
Southwest Airlines Co. 8 3/4%,
10/15/03 $ 1,500,000 $ 1,717,065 844741AE
UTILITIES - 3.4%
ELECTRIC UTILITY - 3.4%
British Columbia Hydro & Power
Authority 15 1/2%, 11/15/11 6,000,000 8,055,960 110601BZ
Virginia Electric & Power Co.
1st & ref. mtg., 7 3/8%, 7/1/02 150,000 158,923 927804CD
8,214,883
TOTAL NONCONVERTIBLE BONDS
(Cost $76,233,540) 78,293,864

U.S. GOVERNMENT AND GOVERNMENT AGENCY
OBLIGATIONS - 22.3%
U.S. TREASURY OBLIGATIONS - 17.4%
13 1/8%, 5/15/94 100,000 104,437 912827QU
8 5/8%, 1/15/95 (c) 5,000,000 5,263,300 912827VT
9 3/8%, 4/15/96 4,900,000 5,442,822 912827XK
8 7/8%, 2/15/99 3,000,000 3,494,520 912827XE
8 7/8%, 8/15/17 4,000,000 5,124,360 912810DZ
8%, 11/15/21 10,000,000 11,887,500 912810EL
7 1/8%, 2/15/23 3,000,000 3,256,860 912810EP
stripped principal payment 11/15/21 47,400,000 7,369,278 912803AY
41,943,077
U.S. GOVERNMENT AGENCY OBLIGATIONS - 4.9%
Federal Home Loan Bank
Corporation 8.60%, 2/27/95 200,000 211,000 313388XB
Federal National Mortgage
Corporation 8 1/4%, 3/10/98 200,000 223,124 313586W2
Financing Corporation:
10.70%, 10/6/17 4,500,000 6,577,031 317705AA
9.80%, 4/6/18 3,500,000 4,754,531 317705AE
11,765,686
TOTAL U.S. GOVERNMENT AND GOVERNMENT
AGENCY OBLIGATIONS
(Cost $50,778,069) 53,708,763

U.S. GOVERNMENT AGENCY
MORTGAGE-BACKED SECURITIES - 6.9%
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 0.2%
12 1/2%, 2/1/11 to 7/1/15 $ 340,652 $ 386,745 31360CBD
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 6.7%
8%, 6/15/23 4,668,866 4,886,249 36203SZY
8 1/2%, 10/15/20 to 5/15/23 1,706,753 1,799,549 36203LGE
9%, 9/15/08 to 10/15/18 8,966,850 9,566,855 362051XT
16,252,653
TOTAL U.S. GOVERNMENT AGENCY
MORTGAGE-BACKED SECURITIES
(Cost $15,811,583) 16,639,398

FOREIGN GOVERNMENT OBLIGATIONS - 13.6%
French Government OAT 8 1/2%,
4/25/03 FRF 20,000,000 3,962,534 351996AQ
Mexican Government Cetes 0%,
12/30/93 to 3/30/94 MXN 43,791,260 13,645,573 597998RT
Ontario Province:
15 1/8%, 5/1/11 5,000,000 6,372,750 683234GC
17%, 11/5/11 1,000,000 1,374,740 683234GE
Quebec Province 9 1/8%, 3/1/00 6,500,000 7,488,195 748148KM
TOTAL FOREIGN GOVERNMENT OBLIGATIONS
(Cost $32,296,072) 32,843,792

SUPRANATIONAL OBLIGATIONS - 2.2%
African Development Bank 8.70%,
5/1/01 (Cost $4,376,880) 4,500,000 5,283,810 00828JAB

MATURITY
AMOUNT
Repurchase Agreements - 22.7%
Investments in repurchase agreements,
(U.S. Treasury obligations), in a joint
trading account at 3.24% dated
11/30/93 due 12/1/93 $ 54,737,926 54,733,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $234,229,144) $ 241,502,627
Futures contracts
EXPIRATION UNDERLYING FACE UNREALIZED
SELL DATE AMOUNT AT VALUE GAIN/(LOSS)
250 U.S. Treasury
Bond Contracts Dec. 93 $ 28,875,000 $ 1,122,720
THE VALUE OF FUTURES CONTRACTS PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 12.0%

Forward Foreign Currency Contracts
SETTLEMENT UNREALIZED
CONTRACTS TO SELL DATE VALUE GAIN/(LOSS)
23,560,600 FRF
(Receivable amount $4,097,282) 1/20/94 $ 3,956,337 $ 140,945
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 1.6%
CURRENCY TYPE ABBREVIATIONS:
FRF - French franc
MXN - Mexican peso
(m) Principal amount is stated in United States dollars unless otherwise
noted.
(n) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $2,000,000 or .8% of net
assets.
(o) A portion of the security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $1,052,660.
OTHER INFORMATION:
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
MOODY'S S&P
RATINGS RATINGS
Aaa, Aa, A 69.6% AAA, AA, A 71.6%
Baa 2.0% BBB 0.0%
Ba 0.0% BB 0.0%
B 0.0% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%
Distribution of investments by country, as a percentage of total value of
investment in securities, is as follows:
United States 73.3%
Canada 9.6
Mexico 5.7
France 3.9
Supranational 2.2
Korea 2.2
Malaysia 1.7
United Kingdom 1.3
Others (individually less than 1%) 0.1
TOTAL 100.0%
INCOME TAX INFORMATION:
At November 30, 1993, the aggregate cost of investment securities for
income tax purposes was $234,229,535. Net unrealized appreciation
aggregated $7,273,092, of which $10,144,144 related to appreciated
investment securities and $2,871,052 related to depreciated investment
securities.
At November 30, 1993, the fund had a capital loss carryforward of
approximately $6,707,000 of which $5,673,000 and $1,034,000 will expire on
November 30, 1998 and 1999, respectively.
At November 30, 1993, the fund was required to defer $69,000 of losses on
options.
FINANCIAL STATEMENTS

Statement of Assets and Liabilities

<TABLE>
<CAPTION>
<S> <C> <C>
November 30, 1993

ASSETS

Investment in securities, at value (including repurchase agreements of $54,733,000)
(cost $234,229,144) $ 241,502,627
(Notes 1 and 2) - See accompanying schedule

Short foreign currency contracts (Note 2) $ (3,956,337)
Contracts held, at value

Receivable for contracts held 4,097,282 140,945

Cash 1,587,458

Interest receivable 2,605,046

Receivable for daily variation on futures contracts 171,875

Total assets 246,007,951

LIABILITIES

Payable for investments purchased 2,000,000

Dividends payable 802,154

Accrued management fee 81,822

Distribution fees payable (Note 5) 11,294

Other payables and accrued expenses 138,210

Total liabilities 3,033,480

NET ASSETS $ 242,974,471

Net Assets consist of:

Paid in capital $ 242,647,124

Distributions in excess of net investment income (Note 1) (517,821)

Accumulated undistributed net realized gain (loss) on investments
(7,691,980)

Net unrealized appreciation (depreciation) on:

Investment securities
7,273,483

Foreign currency contracts
140,945

Futures contracts
1,122,720

NET ASSETS $
242,974,471

CALCULATION OF MAXIMUM OFFERING PRICE
$11.16

INSTITUTIONAL CLASS

NET ASSET VALUE, offering price and redemption price per share ($183,790,491 (divided by) 16,474,535 shares)

RETAIL CLASS
$11.14
NET ASSET VALUE, and redemption price per share ($59,183,980 (divided by) 5,311,117 shares)

Maximum offering price per share (100/95.25 of $11.14)
$11.70

</TABLE>

Statement of Operations

<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended November 30, 1993

INVESTMENT INCOME $ 15,837,151
Interest

EXPENSES

Management fee (Note 5) $ 818,426

Transfer agent fees (Note 5) 180,350
Institutional Class

Retail Class 60,467

Distribution fees - Retail Class (Note 5) 56,220

Accounting fees and expenses (Note 5) 81,106

Non-interested trustees' compensation 1,285

Custodian fees and expenses 54,863

Registration fees 41,912
Institutional Class

Retail Class 46,390

Audit 31,337

Legal 14,015

Miscellaneous 3,118

Total expenses 1,389,489

Net investment income 14,447,662

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1, 2 AND 4)
Net realized gain (loss) on:

Investment securities 4,493,509

Foreign currency contracts (253,153)

Futures contracts 415,926 4,656,282

Change in net unrealized appreciation (depreciation) on:

Investment securities 2,563,302

Foreign currency contracts 140,945

Futures contracts 1,122,720 3,826,967

Net gain (loss) 8,483,249

Net increase (decrease) in net assets resulting from operations $ 22,930,911

</TABLE>

Statement of Changes in Net Assets

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED NOVEMBER 30,

1993 1992

INCREASE (DECREASE) IN NET ASSETS

Operations $ 14,447,662 $ 18,114,232
Net investment income

Net realized gain (loss) on investments 4,656,282 3,843,118

Change in net unrealized appreciation (depreciation) on investments 3,826,967 (2,678,399)

Net increase (decrease) in net assets resulting from operations 22,930,911 19,278,951

Distributions to shareholders from:
Net investment income

Institutional Class (13,259,775) (18,265,040)

Retail Class (1,503,763) (15,512)

Share transactions - net increase (decrease) (Note 6) 72,068,562 (166,016,202)

Total increase (decrease) in net assets 80,235,935 (165,017,803)

NET ASSETS

Beginning of period 162,738,536 327,756,339

End of period (including distributions in excess of net investment
income of $517,821 and $201,945, $ 242,974,471 $ 162,738,536
respectively)

</TABLE>

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Limited Term Bond Fund (the fund) is a fund of Fidelity
Advisor Series IV (the trust) (formerly Fidelity Income Trust) and is
authorized to issue an unlimited number of shares. The trust is registered
under the Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end management investment company organized as a Massachusetts
business trust.
The fund offers both Institutional Class and Retail Class shares which have
equal rights as to earnings, assets and voting privileges except that each
class bears different distribution and transfer agent expenses and certain
registration fees. Each class has exclusive voting rights with respect to
its distribution plans.
The following summarizes the significant accounting policies of the fund:
ALLOCATED EARNINGS AND EXPENSES. Investment income, expenses (other than
expenses incurred under each class's Distribution and Service Plans,
Transfer Agent Agreements and certain registration fees) and realized and
unrealized gains or losses on investments are allocated to each class of
shares based upon their relative net assets.
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days are valued either at amortized cost or original
cost plus accrued interest, both of which approximate current value.
Securities for which market quotations are not readily available are valued
at their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities, other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the current exchange rate. Purchases and sales of securities,
income receipts and expense payments are translated into U.S. dollars at
the exchange rate on the dates of the transactions.
It is not practical to identify the portion of each amount shown in the
fund's Statement of Operations under the caption "Realized and Unrealized
Gain (Loss) on Investments" that arises from changes in foreign currency
exchange rates. Investment income includes net realized and unrealized
currency gains and losses recognized between accrual and payment dates.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Interest income, which includes accretion of original
issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net investment income. Distributions from realized gains, if
any, are recorded on the ex-dividend date. Mortgage security paydown gains
(losses) are taxable as ordinary income and, therefore, increase (decrease)
taxable ordinary income available for distribution.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
mortgage-backed securities, foreign currency transactions and market
discount.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may enter into forward foreign
currency contracts. These contracts involve market risk in excess of the
amount reflected in the fund's Statement of Assets and Liabilities. The
face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and presented net on the Statement of
Assets and Liabilities. Gain (loss) on the purchase or sale of forward
foreign currency contracts having the same settlement date and broker is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve, to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
3. JOINT TRADING ACCOUNT.
At the end of the period, the fund had 20% or more of its total investments
in repurchase agreements through a joint trading account. These repurchase
agreements were with entities whose creditworthiness has been reviewed and
found satisfactory by FMR. The repurchase agreements were dated November
30, 1993 and due December 1, 1993. The maturity values of the joint trading
account investments were $54,737,926 at 3.24%. The investments in
repurchase agreements through the joint trading account are summarized as
follows:
MAXIMUM
AMOUNT AGGREGATE AGGREGATE AGGREGATE
NO. OF WITH ONE PRINCIPAL MATURITY MARKET COUPON MATURITY
DEALERS DEALER AMOUNT OF AMOUNT OF VALUE OF RATES OF DATES OF
OR BANKS OR BANK AGREEMENTS AGREEMENTS COLLATERAL COLLATERAL COLLATERAL
25 13.4% $14,955,921,000 $14,957,267,126 $15,258,997,365 3 7/8%-15 3/4%
12/30/93 to 11/15/22
4. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $113,738,403 and $93,664,762, respectively, of which U.S.
government and government agency obligations aggregated $84,069,711 and
$65,920,236, respectively.
5. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates ranging from
.15% to .37% and is based on the monthly average net assets of all the
mutual funds advised by FMR. The annual individual fund fee rate is .25%.
For the period, the management fee was equivalent to an annual rate of .42%
of average net assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .1325% to .3700%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, the
Retail Class pays Fidelity Distributors Corporation (FDC), an affiliate of
FMR, a distribution and service fee that is based on an annual rate of .25%
of its average net assets. For the period, the Retail Class paid FDC
$56,220 all of which was paid to securities dealers, banks and other
financial institutions for selling shares of the Retail Class and providing
shareholder support services.
In addition, FMR or FDC may use its resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $3,011 for the
period.
SALES LOAD. FDC received sales charges for selling shares of the Retail
Class. The sales charge rates ranged from 2.00% to 4.75% based on purchase
amounts of less than $1,000,000. Purchase amounts of $1,000,000 or more are
not charged a sales load. For the period, FDC received $1,436,859 of which
$1,226,146 was paid to securities dealers, banks and other financial
institutions.
TRANSFER AGENT FEE. Fidelity Investments Institutional Operations Company
(FIIOC), an affiliate of FMR, and State Street Bank and Trust Company
(State Street) are the transfer, dividend disbursing and shareholder
servicing agents for the Institutional Class and Retail Class,
respectively. Under revised fee schedules which became effective January 1,
1993, FIIOC and State Street receive fees based on the type, size, number
of accounts and the number of transactions made by shareholders. FIIOC, on
behalf of State Street, also collects fees from the fund and pays State
Street for its services. FIIOC pays for typesetting, printing and mailing
of all shareholder reports, except proxy statements.
ACCOUNTING FEE. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the fund's accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
6. SHARE TRANSACTIONS.
Share transactions for both classes were as follows:
SHARES DOLLARS
YEARS ENDED NOVEMBER 30, YEARS ENDED NOVEMBER 30,
1993 1992 (A) 1993 1992 (A)
INSTITUTIONAL CLASS
Shares sold 7,097,429 6,793,907 $ 78,489,883 $ 72,864,265
Reinvestment of distributions from net investment income 298,266 351,335
3,295,101 3,743,294
Shares redeemed (5,977,104) (23,147,799) (66,104,395) (245,228,290)
Net increase (decrease) 1,418,591 (16,002,557) $ 15,680,589 $
(168,620,731)
RETAIL CLASS
Shares sold 5,818,646 260,833 $ 64,747,544 $ 2,797,920
Reinvestment of distributions from net investment income 103,874 1,221
1,150,638 13,000
Shares redeemed (854,187) (19,270) (9,510,209) (206,391)
Net increase (decrease) 5,068,333 242,784 $ 56,387,973 $ 2,604,529
(a) Share transactions for the Retail Class are for the period September
10, 1992 (commencement of sale of shares) to November 30, 1992.

NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK AND FUND
SHARES ARE NOT BACKED OR GUARANTEED BY
ANY BANK OR INSURED BY THE FDIC.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Advisor Series IV (formerly Fidelity Income
Trust) and the Shareholders of Fidelity Advisor Limited Term Bond Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Advisor Series IV: Fidelity Advisor Limited Term Bond Fund,
including the schedule of portfolio investments, as of November 30, 1993,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the
period then ended (Institutional Class) and for the year ended November 30,
1993 and for the period September 10, 1992 (commencement of sale of Retail
Class shares) to November 30, 1992 (Retail Class). These financial
statements and financial highlights are the responsibility of the fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 1993 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Advisor Series IV: Fidelity Advisor Limited Term Bond Fund as
of November 30, 1993, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years
in the period then ended (Institutional Class) and for the year ended
November 30, 1993 and for the period September 10, 1992 (commencement of
sale of Retail Class shares) to November 30, 1992 (Retail Class), in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
January 4, 1994
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Michael Gray, VICE PRESIDENT
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox
Phyllis Burke Davis
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Peter S. Lynch
Edward H. Malone
Marvin L. Mann
Gerald C. McDonough
Thomas R. Williams
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND
SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional
Operations Company
Boston, MA
CUSTODIAN
Bank of New York
New York, NY

FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND
A FUND OF FIDELITY ADVISOR SERIES VI
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 29, 1994
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the current Prospectuses (dated January 29, 1994)
for the Fund's two classes of shares, Fidelity Advisor Institutional
Limited Term Tax-Exempt Fund and Fidelity Advisor Limited Term Tax-Exempt
Fund. Please retain this document for future reference. The Annual
Report for Fidelity Advisor Institutional Limited Term Tax-Exempt Fund
(Institutional Class) for the fiscal year ended November 30, 1993 is
incorporated into the class's Prospectus. The Annual Report for Fidelity
Advisor Limited Term Tax-Exempt Fund (Retail Class) for the fiscal year
ended November 30, 1993 is a separate report supplied with the Statement of
Additional Information and is incorporated herein by reference.
Additional copies of ei ther Prospectus or th e Statement of
Additional Information are available without charge upon request
from Fidelity Distributors Corporation, 82 Devonshire Street, Boston, MA
02109 , or from your investment professional .
NATIONWIDE 800-522-7297
TABLE OF CONTENTS PAGE
Investment Policies and Limitations 2

Portfolio Transactions 7

Valuation of Portfolio Securities 8

Performance 8

Additional Purchase, Exchange and Redemption Information 1 3

Distribution and Taxes 1 6

FMR 1 7

Trustees and Officers 1 7

Management and Other Services 1 8

The Distributor 20

Distribution and Service Plans 21

Description of the Trust 21

Financial Statements 22

Appendix 22

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR )
DISTRIBUTOR
Fidelity Distributors Corporation (Distributors)
TRANSFER AGENT
United Missouri Bank, N.A.
SUB-TRANSFER AGENT FOR FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM
TAX-EXEMPT FUND
Fidelity Investments Institutional Operations Company (FIIOC)
SUB-TRANSFER AGENT FOR FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND
State Street Bank and Trust Company (State Street)
CUSTODIAN
United Missouri Bank, N.A.
TEP-SAI-0194

(i) The Fund does not currently intend to sell securities short.
(ii) 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 (4). 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.
(iii) 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.
(iv) 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 the Fund's limitations on futures contracts and options, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 5.
AFFILIATED BANK TRANSACTIONS. Pursuant to exemptive orders issued by the
Securities and Exchange Commission (SEC), the Fund may engage in
transactions with banks that are, or may be considered to be, "affiliated
persons" of the Fund under the 1940 Act. Such transactions may be entered
into only pursuant to procedures established and periodically reviewed by
the Board of Trustees. These transactions may include repurchase
agreements with custodian banks; purchases, as principal, of short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks
(measured by deposits); transactions in municipal securities; and
transactions in U.S. government securities with affiliated banks that are
primary dealers in these securities.
DELAYED DELIVERY TRANSACTIONS. The Fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the 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 (and more than
seven days in the future). Typically, no interest accrues to the purchaser
until the security is delivered. The Fund may receive fees for entering
into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, the Fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the 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 the 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, the Fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the 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,
the Fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The 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.
ILLIQUID INVESTMENTS. 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 the Fund's investments and,
through reports from FMR, the Board monitors trading activity in illiquid
instruments. In determining the liquidity of the 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, and (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 the Fund to be illiquid include
over-the-counter options. Also, FMR may determine some restricted
securities and municipal lease obligations to be illiquid. However, with
respect to over-the-counter options the 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, the Fund
were in a position where more than 10% of its net assets were invested in
illiquid securities, it would seek to take appropriate steps to protect
liquidity.
MUNICIPAL LEASE OBLIGATIONS. The Fund may invest a portion of its assets
in municipal leases and participation interests therein. These
obligations, which may take the form of a lease, an installment purchase,
or a conditional sale contract, are issued by state and local governments
and authorities to acquire land and a wide variety of equipment and
facilities. Generally, the 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 the 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 purchase, 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 purpose by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
REFUNDING CONTRACTS. The 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 the Fund
to buy refunded municipal obligations at a stated price and yield on a
settlement date that may be several years in the future. The 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). The 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, the Fund will place liquid
assets in a segregated custodial account equal in amount to its obligations
under refunding contracts.
RESTRICTED SECURITIES. 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, the 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 the
Fund may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, the Fund might obtain a less favorable price than prevailed when
it decided to seek registration of the security.
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, the fund
effectively holds a demand obligation that bears interest at the prevailing
short-term tax-exempt rate. In selecting tender option bonds for the
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.
STANDBY COMMITMENTS. 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.
The Fund may acquire standby commitments to enhance the liquidity of
portfolio securities.
Ordinarily the Fund may not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party
at any time. The Fund may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments.
In the latter case, the Fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
Standby commitments are subject to certain risks, including the ability of
issuers to pay for securities at the time the commitments are exercised;
the fact that standby commitments are not marketable by the Fund; and the
possibility that the maturities of the underlying securities may be
different from those of the commitments.
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 the funds 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 the fund to tender (or put) the bonds to an
institution at periodic intervals and to receive the principal amount
thereof. The Fund considers variable rate instruments structured in this
way (Participating VRDOs) to be essentially equivalent to other VRDOs it
purchases. The IRS has not ruled whether the interest on Participating
VRDOs is tax-exempt, and, accordingly, the fund intends to purchase these
instruments based on opinions of bond counsel. The 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.
FEDERALLY TAXABLE OBLIGATIONS. The Fund does not intend to invest in
securities whose interest is federally taxable; however, from time to time,
the Fund may invest a portion of its assets on a temporary basis in
fixed-income obligations whose interest is subject to federal income tax.
For example, the Fund may invest in obligations whose interest is federally
taxable pending the investment or reinvestment in municipal securities of
proceeds from the sale of its shares or sales of portfolio securities.
Should the Fund invest in taxable obligations, it would purchase securities
which in FMR's judgment are of high quality. This would include
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities; obligations of domestic banks; and repurchase
agreements. The Fund's standards for high quality taxable obligations are
essentially the same as those described by Moody's Investors Service, Inc.
(Moody's) in rating corporate obligations within its two highest ratings of
Prime-1 and Prime-2, and those described by Standard and Poor's Corporation
(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 Funds' distributions. If such
proposals were enacted, the availability of municipal obligations and
th e value of the Fund's holdings would be affected and the Trustees
would reevaluate the Fund's investment objectives and policies.
The Fund anticipates being as fully invested as practicable in municipal
securities; however, there may be occasions when as a result of maturities
of portfolio securities, or sales of Fund shares, or in order to meet
redemption requests, the Fund may hold cash that is not earning income. In
addition, there may be occasions when, in order to raise cash to meet
redemptions, the Fund may be required to sell securities at a loss.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The 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. The Fund intends to comply with Section 4.5 of the
regulations 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, the 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 the Fund's investments in futures contracts and
options, and the Fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information may be
changed as regulatory agencies permit.
FUTURES CONTRACTS. When the Fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date.
When the 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 the Fund enters into the contract. Some
currently available future contracts are based on specific securities such
as U.S. Treasury bonds or notes, and some are based on indexes of
securities prices, such as the Bond Buyer Index of municipal bonds.
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 the Fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if the
Fund had purchased the underlying instrument directly. When the 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 the Fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of the 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.
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, indexes of securities prices, and futures contracts. The 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. The 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 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 the 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 the Fund will be required to make margin payments to an FCM as
described above for futures contracts. The 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 the 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 the 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.
COMBINED POSITIONS. The 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, the 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 futures contracts available will not match the Fund's current
or anticipated investments exactly. The 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 the Fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the 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. The 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 historical volatility between the contract
and the securities, although this may not be successful in all cases. If
price changes in the Fund's options and 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 the gains in
other investments.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular option 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 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 the Fund to enter
into new positions or close out existing positions. If the secondary
market for a futures contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the Fund to continue to hold a
position until the delivery date regardless of changes in its value. As a
result, the Fund's access to other assets held to cover its options or
futures positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows the
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.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The Fund 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 the Fund's assets could impede
portfolio management or the Fund's ability to meet redemption requests or
other current obligations.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the Fund by FMR pursuant to authority contained in the Management
Contract. FMR also is 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 will consider
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; and the
reasonableness of any commissions.
The Fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the Fund 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; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy and performance of accounts; and effecting
securities transactions and performing 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) based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the Fund may be useful to FMR in rendering investment management
services to the Fund 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 Fund. 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 attempted 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 the commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
the 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 Fund 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 Fund or shares of other Fidelity
funds, to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), a subsidiary of FMR Corp., if the commissions are fair,
reasonable, and comparable to commissions charged by non-affiliated,
qualified brokerage firms for similar services. 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, except in accordance with regulations of the SEC.
Pursuant to such regulations, the Board of Trustees has approved a written
agreement which permits FBSI to effect Portfolio securities transactions on
national securities exchanges and to retain compensation in connection with
such transactions.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
Fund and review the commissions paid by the Fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the Fund.
For the fiscal years ended 1993 and 1992, the Fund's annual
portfolio turnover rate amounted to 46 % and 36 %,
respectively.
From time to time the Trustees will review whether the recapture for the
benefit of the Fund of some portion of the brokerage commissions or similar
fees paid by the Fund on portfolio transactions is legally permissible and
advisable. The 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 the Fund to seek such recapture.
Although the Trustees and officers of the Fund are substantially the same
as those of other funds managed by FMR, investment decisions for the 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 are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
When two or more funds are engaged simultaneously in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as the Fund is
concerned. In other cases, however, the ability of the Fund to participate
in volume transactions will produce better executions and prices for the
Fund. It is the current opinion of the Trustees that the desirability of
retaining FMR as investment adviser to the Fund outweighs any disadvantages
that may be said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Valuations of portfolio securities furnished by the pricing service
employed by the Fund are based upon a computerized matrix system and/or
appraisals by the pricing service, in each case in reliance upon
information concerning market transactions and quotations from recognized
municipal securities dealers. The methods used by the pricing service and
the quality of valuations so established are reviewed by officers of the
Fund and Fidelity Service Co. (Service) under the general supervision of
the Trustees or officers acting on behalf of the Trustees . There
are a number of pricing services available , and the Trustees, on the
basis of on-going evaluation of these services, may use other pricing
services or discontinue the use of any pricing service in whole or in part.
PERFORMANCE
Each class of the Fund may quote its performance in various ways. All
performance information supplied 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.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of return, including the effect of reinvesting dividends and
capital gain distributions, and any change in the net asset value per share
(NAV) over the period. Average annual total returns are calculated by
determining the growth or decline in value of a hypothetical historical
investment 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 return of 100% over ten years would produce an
average annual total return of 7.18%, which is the steady annual return
that would equal 100% growth on a compounded basis in ten years. While
average annual total returns are a convenient means of comparing investment
alternatives, investors should realize that performance is not constant
over time, but changes from year to year, and that average annual returns
represent averaged figures as opposed to actual year-to-year
performance.
In addition to average annual total returns, unaveraged or cumulative
total returns reflecting the simple change in value of an investment over a
stated period may be quoted. 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, and/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. An example of this type of
illustration is given on page 12. Total returns may be quoted with or
without taking the maximum sales charge into account. Total returns may be
quoted on a before-tax or after-tax basis. Excluding the sales charge from
a total return calculation produces a higher total return figure. Total
returns and other performance information may be quoted numerically or in a
table, graph or similar illustration.
The following chart(s) show the yield, distribution rate and total
returns for the Institutional Class and Retail Class for the periods ended
November 30, 1993.
FIDELITY ADVISOR INSTITUTIONAL LIMITED TERM TAX-EXEMPT FUND
Average Annual Total Returns Cumulative Total Returns

30-Day Yield One Year Distribution Rate One Year Five Year Life of Fund* One Year Five Year Life of Fund*

4.21% 5.12% 8.01% 7.94% 8.13% 8.01% 46.53% 89.91%

</TABLE>

* Life of Fund: September 19, 1985 (Commencement of Operations) to
November 30, 1993.
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND**
Average Annual Total Returns Cumulative Total Returns

30-Day Yield One Year Distribution Rate One Year Five Year Life of Fund* One Year Five Year Life of Fund*

3.73% 4.63% 2.61% 6.83% 7.45% 7.72% 46.08% 89.33%

</TABLE>

* Life of Fund: September 19, 1985 (Commencement of Operations) to
November 30, 1993.
** Average annual total returns AND YIELD include the effect of the
maximum sales charge of 4.75%. Effective September 15, 1992, the Fund
commenced sale of Fidelity Advisor Limited Term Tax-Exempt Fund. This
performance information does not reflect the 12b-1 fee and revised transfer
agent fee arrangement and, therefore, may not be representative of the
class' performance. Cumulative total returns and the Distribution rate do
not include the effect of this charge and would have been lower if it had
been taken into account.
YIELD CALCULATIONS. Yields for each class used in advertising are
computed by dividing interest and dividend income for a given 30-day or one
month period, net of expenses, by the average number of shares entitled to
receive distributions during the period, dividing this figure by the net
asset value per share (NAV) 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. Capital
gains and losses generally are excluded from the calculation.
Investors should recognize that in periods of declining interest rates,
yield will tend to be somewhat higher than the prevailing market rates, and
that in periods of rising interest rates, the yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to each class from the continuous sale of shares will likely be
invested in instruments producing lower yields than the balance of the
Fund's holdings, thereby reducing the current yield. In periods of rising
interest rates, the opposite can be expected to occur.
The distribution rate, which expresses the historical amount of income
dividends paid as a percentage of the share price may also be quoted. The
distribution rate is calculated by dividing the daily dividend per share by
its offering price (including the maximum sales charge) for each day in the
30-day period, averaging the resulting percentages, then expressing the
average rate in annualized terms.
Income calculated for the purposes of calculating the 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, the yield may not equal its distribution
rate, the income paid to your account, or the income reported in the Fund's
financial statements.
The TAX-EQUIVALENT YIELD is the rate an investor would have to earn
from a fully taxable investment in order to equal the tax-free yield.
Tax-equivalent yields are calculated by dividing the yield by the result of
one minus a stated federal or combined federal and state tax rate. (If only
a portion of the yield is tax-exempt, only that portion is adjusted in the
calculation.)
The table below shows the effect of tax status on the effective yield
under the federal income tax laws for 1994. It gives the approximate
yields a taxable security must earn at various income brackets to produce
after-tax yields equivalent to those of hypothetical tax-exempt obligations
yielding from 2.0% to 8.0%. Of course, no assurance can be given that any
specific tax-exempt yield will be achieved. While each class invests
principally in obligations, the interest from which is exempt from federal
income tax, other income received by each class may be taxable. The table
does not take into account state or local taxes, if any, payable on Fund
distributions.
1994 TAX RATES AND TAX-EQUIVALENT YIELDS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Federal If individual tax-free yield is:

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Single Return * Joint Return * Bracket** Then taxable-equivalent yield is:

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C>
$22,101- $53,500 $36,901- $89,150 28% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72% 11.11%

$53,501- $115,000 $89,151- $140,000 31% 2.90% 4.35% 5.80% 7.25% 8.70% 10.14% 11.59%

$115,001- $250,000 $140,001- $250,000 36% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94% 12.50%

$250,001- + $250,001- + 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; does not include impact of
preferential rate on long-term capital gain income.
** Excludes the impact of the phase out of personal exemptions,
limitation on itemized deductions, and other credits, exclusions, and
adjustments which may raise a taxpayer's marginal tax rate. An increase in
a shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
PERFORMANCE COMPARISONS. Performance may be compared to the performance
of other mutual funds in general, or to the performance of particular types
of mutual funds. The 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. Lipper generally ranks funds on the basis of total return,
assuming reinvestment of dividends, but does not take sales charges or
redemption fees or tax consequences into consideration. Lipper may also
rank funds based on yield. In addition to mutual fund rankings,
performance may be compared to mutual fund performance indices prepared by
Lipper.
From time to time, performance may also be compared to other mutual
funds tracked by financial or business publications and periodicals. For
example, Morningstar, Inc. may be quoted 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.
Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial strategies.
For example, Fidelity's Asset Allocation Program materials may include a
workbook describing general principles of investing, such as asset
allocation, diversification, risk tolerance, and goal setting; a
questionnaire designed to help create a personal financial profile; and an
action plan offering investment alternatives.
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 Consumer Price Index), 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 Fund. Ibbotson calculates total returns in the same method as
the Fund. Performance comparisons may also be made to that of other
compilations or indices that may be developed and made available in the
future.
Performance may also be compared to that of the S&P 500, the Dow
Jones Industrial Average (the DOW or DJIA),the Dimensional Fund Advisors
(DFA) Small Company Fund, and the NASDAQ Composite Index (NASDAQ). The
S&P 500 and the DOW are widely recognized, unmanaged indices of common
stock prices. The performance of the S&P 500 is based on changes in
the prices of stocks comprising the index and assumes the reinvestment of
all dividends paid on such stocks. Taxes, brokerage commissions and other
fees are disregarded in computing the level of the S&P 500 and the
DJIA. The DFA is a market-value-weighted index of the ninth and tenth
deciles of the NYSE, plus stocks listed on the AMEX and over-the-counter
(OTC) with the same or less capitalization as the upperbound of the NYSE
ninth decile stocks.
Performance, or the performance of securities in which each class may
invest, may be compared to averages published by IBC USA (Publications),
Inc. of Ashland, Massachusetts. These averages assume reinvestment of
distributions. THE BOND FUND REPORT AVERAGES /Municipal Bond Fund, which
is reported in the BOND FUND REPORT , covers over 225 municipal bond funds.
When evaluating comparisons to money market funds, investors should
consider the relevant differences in investment objectives and policies.
Specifically, money market funds invest in short-term, high-quality
instruments and seek to maintain a stable $1.00 share price. Each Class,
however, invests in longer-term instruments and its share price changes
daily in response to a variety of factors.
Each class may compare and contrast in advertising the relative
advantages of investing in a mutual fund versus an individual municipal
bond. Unlike tax-free mutual funds, individual municipal bonds offer a
stated rate of interest and, if held to maturity, repayment of the
principal. Although some individual municipal bonds may 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 tax-free mutual funds are lower than the purchase cost of
individual 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: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college; charitable
giving. In addition, Fidelity may quote financial or business publications
or periodicals, including model portfolios or allocations, as they relate
to fund management, investment philosophy, and investment techniques.
The Fund may present its fund number, Quotron number, and CUSIP number,
and discuss or quote its current Fund manager.
The Fund may quote its performance in advertising and other types of
literature as compared to certificates of deposit (CDs), bank-issued money
market instruments, and money market mutual funds. Unlike CDs and money
market instruments, money market mutual funds and shares of the Fund are
not insured by the FDIC.
According to the Investment Company Institute, over the past ten years,
assets in municipal bond funds increased from $14.6 billion in 1983 to
approximately $138 billion at the end of 1993. As of November 30, 1993,
FMR managed approximately $25 billion in municipal bond fund assets, as
defined and tracked by Lipper. From time to time the Fund may compare
FMR's fixed income assets under management with that of other investment
advisors.
VOLATILITY. Various measures of volatility and benchmark correlation
may be quoted in advertising. In addition, each class may compare these
measures to those of other funds. Measures of volatility seek to compare
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.
MOVING AVERAGES. Performance may be illustrated 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 an NAV has crossed, stayed above, or stayed below
its moving average. On November 26, 1993, the 13-week and 39-week
long-term moving averages were $10.53 and $10.28, respectively.
MOMENTUM INDICATORS indicate each class's price movements over specific
periods of time. Each point on the momentum indicator represents the
percentage change in price movements over that period.
NET ASSET VALUE. Charts and graphs using net asset values, adjusted
net asset values, and benchmark indices may be used to exhibit performance.
An adjusted NAV includes any distributions paid by the Fund and reflects
all elements of its return. Unless otherwise indicated, each class's
adjusted NAVs are not adjusted for sales charges, if any.
DURATION. Duration is a measure of volatility commonly used in the
bond market. Bonds with long durations are more volatile, or interest rate
sensitive, than bonds with short durations. (Interest rate sensitivity is
the magnitude of the change in a bond's price for a given change in a
bond's yield to maturity.) Duration also can be calculated for other fixed
income securities, or for portfolios of fixed income securities.
Unlike the maturity of a bond, which reflects only the time remaining
until the final principal payment is made to the bondholders, duration
reflects all of the coupon payments made to bondholders during the life of
the bond, as well as the final principal payment made when the bond
matures. More precisely, duration is the weighted average time remaining
for the payment of all cash flows generated by a bond, with the weights
being the present value of these cash flows. Present values are calculated
using the bond's yield to maturity.
Because there is only one payment to take into account, the duration of
a bond that pays all of its interest at maturity (a zero coupon security)
is the same as its maturity. The duration of a coupon bearing security
will be shorter than its maturity, however, because of the effect of its
regular interest payments. Generally, bonds with lower coupons or longer
maturities will have longer durations, and thus be more volatile, than
otherwise similar bonds with higher coupons or shorter maturities.
With the investment in mortgage-backed securities, callable corporate
bonds or other bonds with imbedded options, there is a degree of
uncertainty regarding the timing of these securities' cash flows. As a
result, in order to calculate the durations of these securities, forecasts
of their probable cash flow patterns must be made. These forecasts require
various assumptions to be made as to future interest rate levels and, for
example, mortgage prepayment rates. Because duration calculation for these
types of securities are based in part on assumptions, duration figures may
not be precise and may change as economic conditions change. The Fund's
duration on November 30, 1993 was 7.25 years.
Examples of the effects of periodic investment plans, including the
principle of dollar cost averaging may be advertised. In such a program,
an investor invests a fixed dollar amount in a portfolio 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 had been purchased
at the same intervals. In evaluating such a plan, investors should
consider their ability to continue purchasing shares through periods of low
price levels.
HISTORICAL PORTFOLIO RESULTS. The following chart shows the income and
capital elements of the Fund's year-by-year total returns from September
19, 1985 (commencement of operations) through November 30, 1993. The chart
compares the Fund's return to the record of the S&P 500, the DJIA and
the cost of living measured by the CPI over the same period. The
comparisons to the S&P 500 and the DJIA show how the Fund's total
return compared to the record of a broad average of common stock prices,
and a narrower set of stocks of major industrial companies, respectively.
The Fund 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 are based on the
prices of unmanaged groups of stocks and, unlike the Fund's returns, their
returns do not include the effect of paying brokerage commissions and other
costs of investing.
During the period from September 19, 1985 (commencement of operations)
to November 30, 1993, a hypothetical $10,000 investment in the Fund
(currently Fidelity Advisor Institutional Limited Term Tax-Exempt Fund)*
would have grown to $18,991 assuming all distributions were reinvested.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Value of Value of Value of

Initial Reinvested Reinvested

Year $10,000 Income Capital Gain Total

Ended Investment Distributions Distributions Value

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
11/30/85** $10,280 $ 132 $ 0 $10,412

11/30/86 10,990 867 53 11,910

11/30/87 10,380 1,524 123 12,026

11/30/88 10,520 2,317 124 12,961

11/30/89 10,610 3,198 125 13,933

11/30/90 10,640 4,148 126 14,914

11/30/91 10,800 5,202 128 16,130

11/30/92 11,080 6,371 131 17,582

11/30/93 10,460 6,967 1,564 18,991

</TABLE>

* Fidelity Advisor Limited Term Tax-Exempt Fund became effective on
September 10, 1992. Had this class been in operation during the period
from September 19, 1985 through November 30, 1993, a hypothetical $10,000
investment in this portfolio would have grown to $18,034, including the
effect of the maximum sales charge but excluding the effects of the .25%
12b-1 fee and other class specific expenses, and assuming all distributions
were reinvested.
** September 19, 1985 (commencement of operations) to November 30,
1985.
EXPLANATORY NOTES: With an initial investment of $10,000 made on
September 19, 1985, the net amount invested in Fund 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 (that is, their cash value at the time they were reinvested),
amounted to $18,584. If distributions had not been reinvested, the amount
of distributions earned from the Fund over time would have been smaller,
and the cash payments for the period would have come to $5,339 for income
dividends and $1000 for capital gain distributions. Tax consequences of
different investments have not been factored into the figures.
TRADITION OF PERFORMANCE. Fidelity's tradition of performance is
achieved through:
MONEY MANAGEMENT: a proud tradition of money management motivated by
the expectation of excellence backed by solid analysis and worldwide
resources. Fidelity employs a bottom-up approach to security selection
based upon in-depth analysis of the fundamentals of that investment
opportunity.
INNOVATION: constant attention to the changing needs of today's
investors and vigilance to the opportunities that arise from changing
global markets. Research is central to Fidelity's investment
decision-making process. Fidelity's greatest resource--over 200 skilled
investment professionals--is supported with the most sophisticated
technology available.
Fidelity provides:
(bullet) Global research resources: an opportunity to diversify
portfolios and share in the growth of markets outside the United
States.
(bullet) In-house, proprietary bond-rating system, constantly updated,
which provides extremely sensitive credit analysis.
(bullet) Comprehensive chart room with over 1500 exhibits to provide
sophisticated charting of worldwide economic, financial, and technical
indicators, as well as to provide tracking of over 800 individual stocks
for portfolio managers.
(bullet) State-of-the-art trading desk, with access to over 200
brokerage houses, providing real-time information to achieve the best
executions and optimize the value of each transaction.
(bullet) Use of extensive on-line computer-based research services.
(bullet) SERVICE: Timely, accurate and complete reporting. Prompt and
expert attention when an investor or an investment professional needs
it.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
HOLIDAY SCHEDULE. The Fund is open for business and the NAV of each class
is calculated on each day the NYSE is open for trading. The NYSE has
designated the following holiday closings for 1994: Presidents' Day, Good
Friday, Memorial Day (observed), Independence Day, Labor Day, Columbus Day,
Veterans' Day, Thanksgiving Day, and Christmas Day (observed). Although
FMR expects the same holiday schedule to be observed in the future,
except New Year's Day the NYSE may modify its holiday schedule at any
time. On any day when the NYSE closes early or as permitted by the SEC,
the right is reserved to advance the time on that day by which purchase and
redemption orders must be received. To the extent that the Fund's
securities are traded in other markets on days when the NYSE is closed,
each class 's NAV may be affected when investors may not have
access to the Fund to purchase or redeem shares. Certain Fidelity
funds may follow different holiday closing schedules.
If the Trustees determine that existing conditions make cash
payment s 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 each class' 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 (the Rule) under the 1940 Act, the 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 exchange, or (ii) the Fund
suspends the offering of 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.
The 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 amounts
effectively in accordance with its investment objective and policies or
potentially would be otherwise adversely affected.
PURCHASE INFORMATION
As provided for in Rule 22d-1 under the 1940 Act, Distributors exercises
its right to waive Fidelity Advisor Limited Term Tax-Exempt Fund's maximum
4.75% sales charge in connection with the Fund's merger with or acquisition
of any investment company or trust.
NET ASSET VALUE PURCHASES. Sales charges do not apply to shares of the
Fund purchased (1) by registered representatives, bank trust officers and
other employees (and their immediate families) of investment professionals
having agreements with Distributors; (2) by a current or former Trustee or
officer of a Fidelity fund or a current or retired officer, director or
full-time employee of FMR Corp. or its 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; (3) by a charitable
organization (as defined in Section 501(c)(3) of the Internal Revenue Code)
investing $100,000 or more; (4) by a charitable remainder trust or life
income pool established for the benefit of a charitable organization (as
defined in Section 501(c)(3) of the Internal Revenue Code); (5) by trust
institutions (departments) investing on their behalf or on
behalf of their clients; (6) in accounts as to which a bank or
broker-dealer charges an investment management fee, provided the bank or
broker-dealer has an agreement with Distributors; (7) as part of an
employee benefit plan (including Fidelity-Sponsored 403(b) and Corporate
IRA programs, but otherwise as defined in the Employee Retirement Income
Security Act (ERISA)), maintained by a U.S. Employer having more than 200
eligible employees, or a minimum of $1,000,000 invested in Fidelity Advisor
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 a minimum of
$1,000,000 invested in Fidelity Advisor mutual funds, and the assets of
which are held in a bona fide trust for the exclusive benefit of employees
participating therein; (8) by any state, county, or city, or any
governmental instrumentality, department, authority or agency; (9) in a
Fidelity or Fidelity Advisor IRA account purchase with the proceeds of a
distribution from an employee benefit plan that is part of 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 $1,000,000
invested in Fidelity Advisor mutual funds; (10) with redemption proceeds
from other mutual fund complexes on which the investor has paid a front-end
sales charge only; and (11) by an insurance company separate account used
to fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA), which, in the
aggregate, have either more than 200 eligible employees or a minimum of
$3,000,000 in assets invested in Fidelity mutual funds or a minimum of
$1,000,000 invested in Fidelity Advisor mutual funds.
Distributors, the Fund's distributor, is located at 82 Devonshire Street,
Boston, MA 02109. Distributors compensates securities dealers and banks
having agreements with Distributors (investment professionals), who sell
shares of Fidelity Advisor Limited Term Tax-Exempt Fund according to the
schedule in its prospectus. Distributors may, at its expense, provide
promotional incentives to investment professionals who support the sale of
shares of the Fund without reimbursement from the Fund. In some instances,
these incentives may be offered only to certain investment professionals
whose representatives provide services in connection with the sale or
expected sale of significant amounts of shares. "Distributors
compensates investment professionals with a fee of .25% on purchases of $1
million or more, except for purchases made through a bank or
bank-affiliated broker-dealer that qualify for a Sales Charge Waiver
described in the Fund's prospectus. All assets on which the .25% fee is
paid must remain within the Fidelity Advisor Funds (including shares
exchanged into Daily Money Fund and Daily Tax-Exempt Money Fund) for a
period of one uninterrupted year or the investment professional will be
required to refund this fee to Distributors. Purchases by insurance
company separate accounts will qualify for the .25% fee only if an
insurance company's client relationship underlying the separate account
exceeds $1 million. It is the responsibility of the insurance company to
maintain records of purchases by any such client relationship.
Distributors may request records evidencing any fees payable through this
program."
QUANTITY DISCOUNTS. Reduced sales charges are applicable to purchases of
$50,000 or more of Fidelity Advisor Limited Term Tax-Exempt Fund alone or
in combination with purchases of shares of certain other Fidelity Advisor
Funds made at any one time (including Daily Money Fund and Daily
Tax-Exempt Money Fund shares acquired by exchange from any Fidelity Advisor
Fund with a sales charge). To obtain the reduction of the sales charge, 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 sales
charge.
In addition to investing at one time in any combination of funds in an
amount entitling you to a reduced sales charge, you may qualify for a
reduction in Fidelity Advisor Limited Term Tax-Exempt Fund's sales charge
under the following programs:
COMBINED PURCHASES. When you invest in Fidelity Advisor Limited Term
Tax-Exempt Fund for several accounts at the same time, you may combine
these investments into a single transaction if purchased through one
investment professional, and if the total is at least $50,000. The
following may qualify for this privilege: an individual, or "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 single fiduciary account or for a single or a parent-subsidiary
group of "employee benefit plans" (as defined in Section 3(3) of ERISA);
and tax-exempt organizations under Section 501(c)(3) of the Internal
Revenue Code.
RIGHTS OF ACCUMULATION. Your "Rights of Accumulation" permit reduced sales
charges on any future purchases after you have reached a new breakpoint in
the sales charge schedule (see Fidelity Advisor Limited Term Tax-Exempt
Fund's P rospectus for the sales charge schedule). You can add the
value of existing Fidelity Advisor Fund shares (including Daily Money Fund
and Daily Tax-Exempt Money Fund shares acquired by exchange from any
Fidelity Advisor Fund), held by you, your spouse, and your children under
age 21 determined at the previous day's NAV at the close of business, to
the amount of your new purchase valued at the current offering price to
determine your reduced sales charge.
LETTER OF INTENT. If you anticipate purchasing $50,000 or more of shares
of Fidelity Advisor Limited Term Tax-Exempt Fund's shares alone or in
combination with shares of other Fidelity Advisor Funds (excluding Daily
Money Fund and Daily Tax-Exempt Money Fund) within a 13-month period, you
may obtain shares of the portfolios at the same reduced sales charge as
though the total quantity were invested in one lump sum, by filing a
nonbinding Letter of Intent (the Letter) within 90 days of the start of the
purchases. Each investment you make after signing the Letter will be
entitled to the sales charge applicable to the total investment indicated
in the Letter. For example, a $2,500 purchase toward a $50,000 Letter
would receive the same reduced sales charge as if the $50,000 had been
invested at one time. To ensure that the reduced price will be received on
future purchases, you or your investment professional must inform the
Transfer Agent that the Letter is in effect each time shares are purchased.
Neither income dividends nor capital gain distributions taken in additional
shares will apply 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, 5% of the dollar amount specified in
the Letter will be registered in your name and held in escrow. The 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 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 further sales charge reduction, the 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 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 sales charge due, otherwise, sufficient escrowed shares will
be redeemed to pay such charge.
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PLAN. You can make regular
investments in Fidelity Advisor Limited Term Tax-Exempt Fund or other
Fidelity Advisor Funds with the Systematic Investment Plan 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. Investments may be made monthly by automatically deducting $100 or
more from your bank checking account. You may change the amount of your
monthly purchase at any time. There is a $1,000 minimum initial investment
requirement for systematic investment plans.
Your account will be drafted on or about the first business day of every
month. Shares will be purchased at the offering price next determined
following receipt of the order by the Transfer Agent. You may cancel the
Systematic Investment option 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.
EXCHANGE INFORMATION
FIDELITY ADVISOR SYSTEMATIC EXCHANGE PLAN. With the Systematic
Exchange Plan, you can exchange a specific dollar amount from Fidelity
Advisor Limited Term Tax-Exempt Fund into another Fidelity Advisor Fund on
a monthly, quarterly or semiannual basis.
(bullet) The account from which the exchanges are to be processed must
have a minimum value of $10,000 before you may elect to begin exchanging
systematically. The account into which the exchanges are to be processed
must be an existing account with a minimum balance of $1,000.
(bullet) Both accounts must have identical registrations and taxpayer
identification numbers. The minimum amount to be exchanged systematically
varies by portfolio. The minimum amount to be exchanged systematically
into Fidelity Advisor Limited Term Tax-Exempt Fund is $100.
(bullet) Systematic Exchanges will be processed at the NAV determined on
the transaction date, except that Systematic Exchanges into a Fidelity
Advisor Fund from any money market portfolio will be processed at the
offering price next determined on the transaction date, unless the shares
were acquired by exchange from another Fidelity Advisor Fund.
REDEMPTION INFORMATION
REINSTATEMENT PRIVILEGE. If you have redeemed all or part of your Fidelity
Advisor Limited Term Tax-Exempt Fund shares you may reinvest an amount
equal to all or a portion of the redemption proceeds in the Fund or in any
of the other Fidelity Advisor Funds, at the NAV next determined after
receipt of your investment order, without a sales charge, provided that
such reinvestment is made within 30 days of redemption. 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 the Fund.
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PLAN. If you own Fidelity Advisor
shares worth $10,000 or more, you can have monthly, quarterly or semiannual
checks sent from your account to you, to a person named by you, or to your
bank checking account. You may obtain information about the Systematic
Withdrawal Plan by contacting your investment professional. Your
Systematic Withdrawal Plan payments are drawn from share redemptions. If
Systematic Withdrawal Plan redemptions exceed income dividends earned on
your shares, your account eventually may be exhausted. Since a sales
charge is applied on new shares you buy, it is to your disadvantage to buy
shares while also making systematic redemptions.
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, United Missouri Bank, N.A. (the Transfer Agent)
may reinvest your distributions at the then-current NAV. All subsequent
distributions will then be reinvested until you provide the Transfer Agent
with alternate instructions.
DIVIDENDS. To the extent that the Fund's income is derived from federally
tax-exempt interest, the daily dividends declared by the Fund also are
federally tax-exempt. The Fund will send each shareholder a notice in
January describing the tax status of dividends and capital gain
distributions 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 such benefits to the
extent that their income, including tax-exempt income, exceeds certain base
amounts.
The Fund purchases municipal obligations on the basis of opinions of bond
counsel regarding the federal income tax status of the obligations. These
opinions generally will be based upon covenants by the issuers regarding
continuing compliance with federal tax requirements. If the issuer of an
obligation fails to comply with its covenants at any time, interest on the
obligation could become federally taxable retroactive to the date the
obligation was issued.
As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities (referred to as "qualified bonds" in the Internal
Revenue Code) 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 municipal
obligations is considered a tax preference item for the purposes of
determining whether a taxpayer is subject to the AMT and the amount of AMT
to be paid, if any. Private activity obligations issued after August 7,
1986 to benefit a private or industrial user or to finance a private
facility are affected by this rule.
It is the current position of the SEC that a fund that uses the word
tax-exempt in its name may not derive more than 20% of its income from
municipal obligations that pay interest that is a preference item for
purposes of the AMT. Under this position, at least 80% of the Fund's
income distributions would have to be exempt from the AMT as well as exempt
from federal taxes. The Fund currently does not intend to purchase private
activity municipal obligations whose interest is a tax preference item for
purposes of the AMT.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the Fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time that
the shareholders have held their shares. If a shareholder receives a
long-term capital gain distribution on shares of the Fund and such shares
are held for less than six months and are sold at a loss, the portion of
the loss equal to the amount of the long-term capital gain distribution
will be considered a long-term loss for tax purposes.
A portion of the gain on bonds purchased at a discount after April 30,
1993 and s hort-term capital gains distributed by the Fund are taxable
to shareholders as dividends, not as capital gains. Distributions from
short-term capital gains do not qualify for the dividends-received
deduction. 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 purposes of the Fund's policy of investing so
that at least 80% of its income is free from federal income tax.
TAX STATUS OF THE FUND. The Fund has qualified and intends to continue to
qualify 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, the 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. The Fund also intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held for less than three months
must constitute less than 30% of the Fund's gross income for each fiscal
year. Gains from some futures contracts and options are included in the
30% limitation, which may limit the Fund's investments in such
instruments. The Fund is treated as a separate entity from the other
portfolios of Fidelity Advisor Series VI for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the federal tax consequences generally affecting the Fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal income taxes, shareholders of the
Fund may be subject to state and local taxes on distributions received from
the Fund. Investors should consult their tax advisers to determine whether
the Fund is suitable to their particular tax situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions: Fidelity Service Co. (Service),
which is the transfer and shareholder servicing agent for certain of the
funds advised by FMR; FIIOC, which performs shareholder servicing functions
for certain institutional customers; and Fidelity Investments Retail
Marketing Company, which provides marketing services to various
companies within the Fidelity organization.
Several affiliates of FMR also are engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc.
and Fidelity Management & Research (Far East) Inc., both wholly owned
subsidiaries of FMR formed in 1986, supply investment research information,
and may supply portfolio management services to FMR in connection with
certain funds advised by FMR. Analysts employed by FMR, FMR U.K., and FMR
Far East research and visit thousands of domestic and foreign companies
each year. FMR Texas Inc., a wholly owned subsidiary of FMR formed in
1989, supplies portfolio management and research services in connection
with certain money market funds advised by FMR.
TRUSTEES AND OFFICERS
The Board of Trustees and executive officers of the Trust are listed below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. All persons named as
Trustees and officers also serve in similar capacities for other funds
advised by FMR. Unless otherwise noted, the business address of each
Trustee and officer is 82 Devonshire Street, Boston, MA 02109, which is
also the address of FMR. Those Trustees who are interested persons (as
defined in the 1940 Act) by virtue of their affiliation with either the
Trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3D, 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. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc. and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, 340 E. 64th Street #22C, New York, NY, 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, 1990),
and previously served as a Director of Hallmark Cards, inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she serves as a Director of the New York
City Chapter of the National Multiple Sclerosis Society, and is a member of
the Advisory Council of the International Executive Service Corps. and the
President's Advisory Council of The University of Vermont School of
Business Administration .
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 30195 Chagrin Blvd., Suite 104W, Pepper Pike, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. Prior to May 1990, he was Director
of National City Corporation (a bank holding company) and National City
Bank of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation , Hyster-Yale Materials Handling, Inc. (1989), and
RPM, Inc. (manufacturer of chemical products, 1990). In addition, he
serves as a Trustee of First Union Real Estate Investment; Chairman of the
Board of Trustees and a member of the Executive Committee of the Cleveland
Clinic Foundation, a Trustee and a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), the National Arts Stabilization Fund and the
Greenwich Hospital Association (1989), and Valuation Research Corp.
(appraisals and valuations, 1993).
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) 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). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction ). 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
(1990).
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL,
Trustee . Prior to his retirement in 1985, Mr. Malone was Chairman,
General Electric Investment Corporation and a Vice President of General
Electric Company. He is a Director of Allegheny Power Systems, Inc.
(electric utility), General Re Corporation (reinsurance) and Mattel Inc.
(toy manufacturer). He is also a Trustee of Rensselaer Polytechnic
Institute and of Corporate Property Investors and a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, 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) 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
(1990).
GERALD C. MCDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), and York International Corp. (air conditioning and
refrigeration, 1989), and Commercial Intertech Corp. (water treatment
equipment, 1992). In addition, he serves as a Director for United Way
Services of Greater Cleveland, a member of the Executive Committee of the
Weatherhead School of Management, and as a Trustee of The Center for
Economic Education.
THOMAS R. WILLIAMS, 1320 First Atlanta Tower, 2 Peachtree Street, N.W.,
Atlanta, GA, 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 BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software, 1988), Georgia Power Company
(electric utility), Gerber Alley & Associates, Inc. (computer software,
1987), National Life Insurance Company of Vermont, American Software, Inc.
(1989), Information Management Technologies, Inc. (1988), and a Trustee of
Emory University and the Georgia Tech Foundation.
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
Distributors.
JOHN F. HALEY, JR., is Vice President of the Fund and an employee of FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, becomes eligible to participate in a
defined benefit retirement program under which they receive payments during
their lifetime from the Fund based on their basic trustee fees and length
of service. Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.
As of December 31 , 1993, the Trustees and officers of the Fund owned
in the aggregate less than 1% of the outstanding shares of the Fund.
MANAGEMENT AND OTHER SERVICES
The Fund employs FMR to furnish investment advisory and other services.
Under its Management Contract with the 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 the Fund with all necessary
office facilities and personnel for servicing the Fund's investments, and
compensates all officers of the Trust, of the Trustees who are interested
persons of the Trust and of FMR, and of all personnel of the Trust 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 the Fund. These services include
providing facilities for maintaining the Fund's organization, supervising
relations with the custodians, transfer and pricing agents, accountants,
underwriters and other persons dealing with the Fund, preparing all general
shareholder communications and conducting shareholder relations,
maintaining the Fund's records and the registration of the Fund's shares
under federal and state law, developing management and shareholder services
for the Fund and furnishing reports, evaluation and analyses on a variety
of subjects to the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
United Missouri Bank, N.A. (the Bank), the Fund pays for all its expenses,
without limitation, that are not assumed by these parties. The Fund pays
for the typesetting, printing and mailing of proxy material to existing
shareholders, legal expenses and its proportionate share of the fees
of the custodian, auditor and non-interested Trustees. Although the Fund's
Management Contract provides that the Fund will pay for typesetting,
printing and mailing of prospectuses, statements of additional information,
notices and reports to existing shareholders, the Bank has entered into a
revised sub-transfer agent agreement with FIIOC (for Fidelity Advisor
Institutional Limited Term Tax-Exempt Fund) and State Street (for Fidelity
Advisor Limited Term Tax-Exempt Fund), pursuant to which they bear the cost
of providing these services to existing shareholders. Other expenses paid
by the Fund include interest, taxes, brokerage commissions, the Fund's
proportionate share of insurance premiums and Investment Company Institute
dues, and costs of registering shares under various federal and state
securities laws. The Fund also is liable for such non-recurring expenses
as may arise, including costs of litigation to which the Fund is a party,
and any obligation it may have to indemnify its officers and Trustees with
respect to such litigation.
FMR is the Fund's manager pursuant to a management contract dated January
29, 1989, which was approved by shareholders on November 26, 1986. For
services of FMR under the contract, FMR is paid a monthly management
fee composed of the sum of two elements: a group fee rate and an individual
fund fee rate.
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 on the left. On the right, the effective fee rate schedule
are the results of cumulative applying the annualized rates at varying
asset levels. For example, the effective annual group fee rate at $226
billion of group net assets - their approximate level for the month of
Novembe r 1993 - was .16 27 %, which is the weighted average of
the respective fee rates for each level of group assets up to $2 26
billion.
GROUP FEE EFFECTIVE ANNUAL
RATE SCHEDULE* FEE RATES

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Average Annualized Group Effective Annual
Group Assets Rate Net Assets Fee Rates

$ 0 - 3 billion .370% $ 0.5 billion .3700%

3 - 6 .340 10 .3340

6 - 9 .310 20 .2855

9 - 12 .280 30 .2520

12 - 15 .250 40 .2323

15 - 18 .220 50 .2188

18 - 21 .200 60 .2090

21 - 24 ,190 70 .2017

24 - 30 .180 80 .1959

30 - 36 .175 90 .1910

36 - 42 .170 100 .1869

42 - 48 .165 110 .1835

48 - 66 .160 120 .1808

66 - 84 .155 130 .1780

84 - 120 .150 140 .1756

120 - 174 .145 150 .1736

174 - 228 .140 160 .1718

228 - 282 .1375 170 .1702

282 - 336 .1350 180 .1687

Over 336 .1325 190 .1672

200 .1658

</TABLE>

* The rates shown for average group assets in excess of $120 billion were
adopted by FMR on a voluntary basis on January 1, 1992. Rates in excess of
$174 billion were adopted by FMR on a voluntary basis on November 1, 1993.
Each was adopted pending shareholder approval of a new management contract
reflecting the extended schedule. The extended schedule provides for lower
management fees as total assets under management increase.
The individual fund fee rate is .25%. Based on the average net assets of
the Funds advised by FMR for November 1993, the annual basic
fee rate would be calculated as follows:
Group Fee Rate + Individual Fund Fee Rate = Basic Fee Rate

.1627% .25% . 4127%

One-twelfth of this annua l basic fee rate is a pplied to the
Fund's net assets averaged for the most recent month, giving
a dollar amount, which is the fee for that month.
Effective December 1, 1988, FMR voluntarily agreed to collect its basic fee
according to the schedule shown above (minus the breakpoints added January
1, 1992 , and November 1, 1993 ) until shareholders could meet to
consider the current contract. With the exception of changing the group
fee rate schedule, the terms of the current contract are identical to those
of the prior contract.
During the fiscal years ended November 30, 1993, 1992 and 1991, FMR
received $156,087, $268,825 and $460,645, respectively, for its services
as investment adviser to the Fund. These fees were the equivalent to .42%,
.42%, and .43%, respectively, of the average net assets of the Fund for
each of those years.
To comply with the California Code of Regulations, FMR will reimburse a
class of shares of the Fund if and to the extent that the class' aggregate
annual operating expenses exceed specified percentages of the class'
average net assets. The applicable percentages to each class are 2 1/2% of
the first $30 million, 2% of the next $70 million, and 1 1/2% of average
net assets in excess of $100 million. When calculating the Fund's expenses
for purposes of this regulation, the Fund may exclude interest, taxes,
brokerage commissions and extraordinary expenses, as well as a portion of
its distribution plan expenses.
FMR may, from time to time, agree to voluntarily reimburse the Fund for
expenses above a specified percentage of average net assets. 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.
Reimbursements or expense limitation by FMR will increase a class's yield
and total return. Reimbursements by a class will lower its yield and total
return.
United Missouri Bank acts as the Fund's custodian and transfer and
bookkeeping agent. All of the fees described below are paid to FIIOC and
Service for Fidelity Advisor Institutional Limited Term Tax-Exempt Fund,
and State Street and Service for Fidelity Advisor Limited Term Tax-Exempt
Fund, by United Missouri which is reimbursed from the Fund for such
payments. Pursuant to a fee schedule effective June 1, 1990, United
Missouri pays FIIOC (Institutional Limited Term Tax-Exempt Fund) a per
account fee and a monetary transaction fee of $65 and $14, respectively, or
$60 and $12, respectively, depending on the nature of services provided.
Transfer Agent and out-of-pocket expenses for the fiscal years ended 1993,
1992 and 1991 were $32,300, $11,531 and $8,235, respectively.
For Fidelity Advisor Limited Term Tax-Exempt Fund, United Missouri pays
State Street these transfer agency fees.
United Missouri has an additional sub-agreement with Service, an
affiliate of FMR, pursuant to which Service performs the calculations
necessary to determine the Fund's net asset value per share and dividends
and maintains the Fund's accounting records. Prior to July 1, 1991, the
annual fee for these pricing and bookkeeping services was based on two
schedules, one pertaining to the Fund's average net assets, and one
pertaining to the type and number of transactions the Fund made. The fee
rates in effect July 1, 1991 are based on the Fund's average net assets,
specifically, .04% for the first $500 million of average net assets and
.02% for average net assets in excess of $500 million, and the fee is
limited to a minimum of $45,000 and maximum of $750,000 per year. Pricing
and bookkeeping fees including out-of-pocket expenses, paid to Service
for fiscal 1993, 1992, and 1991 were $45,724, $59,094 and $84,865,
r espectively.
All fees will be paid by United Missouri, which will be reimbursed by the
Fund for such payments.
THE DISTRIBUTOR
The Fund has a General Distribution Agreement with Distributors, a
Massachusetts corporation organized July 18, 1960. Distributors, located at
82 Devonshire Street, Boston, Massachusetts 02109, 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 General Distribution
Agreement calls for Distributors to use all reasonable efforts, consistent
with its other business, to secure purchasers for shares of the Fund, which
are offered continuously. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by Distributors.
Distributors also acts as general distributor for other publicly offered
Fidelity funds. The expenses of these operations are borne by FMR or
Distributors.
DISTRIBUTION AND SERVICE PLANS
The Trustees of the Trust on behalf of each class of the Fund have
adopted a Distribution and Service Plan (each Plan) under Rule 12b-1 of 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 primarily
is intended to result in the sale of shares of a mutual fund except
pursuant to a plan adopted by the mutual fund under the Rule. The Trustees
have adopted the Plans to assure that each class and FMR may incur certain
expenses that might be considered to constitute indirect payment by the
class of distribution expenses by a class. Under the Plan, if the payment
a class to FMR of management fees should be deemed to be indirect financing
by the Fund of the distribution of that class's shares, such payment is
authorized by the Plan.
Each Plan also specifically recognizes that FMR, either directly or through
Distributors, may use its management fee revenue, past profits or other
resources, without limitation, to pay promotional and administrative
expenses in connection with the offer and sale of shares of the Fund's
classes . In addition, each Plan provides that FMR may use its
resources, including its management fee revenues, to make payments to third
parties that provide assistance in selling shares of a class, or to
third parties, including banks, that render shareholder support services.
The Trustees have not yet authorized such payments.
In addition, Fidelity Advisor Limited Term Tax-Exempt Fund pays to
Distributors a distribution fee at an annual rate of up to .40% (currently
at .25%) of its average net assets determined as of the close of business
on each day throughout the month, but excluding assets attributable to
shares purchased more than 144 months prior to such day. This distribution
fee will be paid by Fidelity Advisor Limited Term Tax-Exempt Fund, not by
individual accounts.
For the fiscal year ended November 30, 1993, Fidelity Advisor Limited
Term Tax-Exempt Fund (Retail Class) paid distribution fees to Distributors
of $38,552.
Each Plan has been approved by the Trustees. As required by the Rule, the
Trustees carefully considered all pertinent factors relating to the
implementation of each Plan prior to its approval, and have determined that
there is a reasonable likelihood that the Plan will benefit the Fund and
its shareholders. To the extent that the Plan gives FMR and Distributors
greater flexibility in connection with the distribution of shares of the
Fund, additional sales of the Fund's shares may result. Additionally,
certain shareholder support services may be provided more effectively under
the Plan by local entities with whom shareholders have other relationships.
Fidelity Advisor Institutional Limited Term Tax-Exempt Fund's Plan was
approved by shareholders on November 26, 1986.
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, in Distributors' opinion such Act should
not preclude a bank from performing shareholder servicing and recordkeeping
functions. Distributors intends to engage only banks 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 Fund 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. The Fund may execute portfolio transactions with
and purchase securities issued by depository institutions that receive
payments under the Plan. No preference will be shown in the selection of
investments for the instruments of such depository institutions.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Advisor Limited Term Tax-Exempt Fund is a
fund of Fidelity Advisor Series VI, an open-end management investment
company organized as a Massachusetts business trust by Declaration of Trust
dated June 1, 1983, amended and restated on May 5, 1993. The Fund currently
has two classes of a single series of shares, Fidelity Advisor Limited Term
Tax-Exempt Fund and Fidelity Advisor Institutional Limited Term Tax-Exempt
Fund. 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. The Trust's Declaration of Trust permits the Trustees to create
additional funds. In the event that FMR ceases to be the investment adviser
of the Fund, the right of the Trust or Fund to use the identifying name
"Fidelity" may be withdrawn.
As of December , 1993 the following owned of record or beneficially
more than 5% of outstanding shares: Fidelity Advisor Institutional Limited
Term Tax-Exempt Fund; First Union National Bank, Charlotte, NC, 26.7%;
Laird Norton Co., Seattle, WA, 17.3%; First Interstate Bank of Texas,
Houston, TX, 6.8%; Hancock Bank, Louisiana, Baton Rouge, LA, 6.7%; and,
Amcore Bank N.A., Rockford, IL, 6.3% ; and Fidelity Advisor Limited Term
Tax-Exempt Fund; Merrill Lynch, Jacksonville, FL, 12.6%; Royal Alliance
Associates, Inc., Birmingham, AL, 11.3%; Shearson Lehman Brothers, New
York, NY, 6.8%; A.G. Edwards & Sons, St. Louis, MO, 6.1%; and Nathan
& Lewis Securities, New York, NY, 5.6%.
A shareholder owning of record or beneficially more than 25% of the Fund's
outstanding shares may be considered a controlling person. Their votes
could have a more significant effect on matters presented at a
shareholders' meeting than votes of other shareholders.
SHAREHOLDER AND TRUSTEE LIABILITY. The 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. The 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 the Trustees shall include a provision limiting the obligations
created hereby to the Trust and its assets. The Declaration of Trust
provides for indemnification out of the Trust's property of any shareholder
held personally liable for the obligations of the Trust. The Declaration
of Trust also provides that the Fund 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.
The 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 a Trustee
against any liability to which he or she would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
VOTING RIGHTS. The Fund's capital currently consists of two classes of
shares of beneficial interest, Fidelity Institutional Limited Term
Tax-Exempt Fund and Fidelity Advisor Limited Term Tax-Exempt
Fund . The shares have no preemptive or conversion rights; the
voting and dividend rights, the right of redemption, and the privilege of
exchange are described in each class's Prospectus. Shares are fully paid
and non-assessable, except as set forth under the heading "Shareholder and
Trustee Liability" above. Shareholders representing 10% or more of the
Trust or the Fund or of a class of shares of the Fund may, as
set forth in the Declaration of Trust, call meetings for any purpose,
including (in the case of a voting of the entire Trust) the purpose of
voting on removal of one or more Trustees. The Trust or the Fund
or class of shares of the Fund may be terminated upon the sale of
its assets to another, open-end management investment company, or upon
liquidation and distribution of its assets, if approved by vote of the
holders of a majority of the outstanding shares of the Trust or the
Fund or class of shares of the Fund . If not so terminated the
Trust and the Fund will continue indefinitely.
CUSTODIAN. United Missouri Bank, N.A., 1010 Grand Avenue, Kansas City,
Missouri, 64106, is the custodian of the assets of the Fund. The
custodian is responsible for the safekeeping of the Fund's assets and the
appointment of subcustodian banks and clearing agencies. The custodian
takes no part in determining the investment policies of the Fund or in
deciding which securities are purchased or sold by the Fund. The Fund may,
however, invest in certain obligations of the custodian and may purchase or
sell certain securities from or sell securities to the custodian.
FMR, its officers and directors, its affiliated companies, and the
Trust's T rustees may from time to time have transactions with
various banks, including banks serving as custodian for certain of the
f unds advised by FMR. 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. Coopers & Lybrand, One Post Office Square, Boston, MA
serves as the Trust 's independent accountant . The auditor
examines financial statements for the Fund, and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The Fidelity Advisor Limited Term Tax-Exempt Fund's Annual Report
for the fiscal year ended November 30, 1993 , a separate report supplied
with this SAI, and is incorporated herein by reference. The
Fidelity Advisor Institutional Limited Term Tax-Exempt Fund's Annual Report
is a separate report and is incorporated into the Fidelity Advisor
Institutional Limited Term Tax-Exempt Fund's Prospectus.
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY for the Fund is derived by multiplying the
value of each investment by the number of days 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.
The descriptions that follow are examples of eligible ratings for the
Fund. The 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, INC.'S THREE HIGHEST MUNICIPAL
BOND RATINGS:
AAA-- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and generally are referred to
as "gilt edge." 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 which 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 in Aaa securities.
A-- Bonds which 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.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S THREE HIGHEST MUNICIPAL
BOND RATINGS:
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 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.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S RATINGS OF STATE AND
MUNICIPAL NOTES :
Moody's ratings for state and municipal and other short-term obligations
will be designated Moody's Investment Grade (MIG or VMIG for variable rate
obligations). This distinction is in recognition of the differences
between short-term credit risk and long-term credit risk. Factors
affecting the liquidity of the borrower and short-term cyclical elements
are critical in short-term ratings, while other factors of major importance
in bond risk, long-term secular trends for example, may be less important
in the short run. Symbols used will be as follows:
MIG-1/VMIG-1-- This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support, or
demonstrated broad-based access to the market for refinancing.
MIG-2/VMIG-2-- This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding group.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S RATINGS OF STATE AND
MUNICIPAL NOTES:
SP-1-- Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be
given a plus (+) designation.
SP-2-- Satisfactory capacity to pay principal and interest.
SUBJECT TO COMPLETION, DATED January 1, 1993
FIDELITY ADVISOR NORTH AMERICAN
GOVERNMENT PORTFOLIO - RETAIL CLASS
TABLE OF
CONTENTS
Summary of Portfolio
Expenses
Prospectus Summary
What is the
Investment Objective
of Fidelity Advisor
North American
Government Portfolio?
What Other
Considerations are
Involved in Investing
in the Portfolio?
How are Portfolio
Shares Valued?
How do I Buy Shares
of the Portfolio?
How May I Choose to
Receive My
Distributions
What If My Investment
Objective Changes?
How do I Redeem
Shares of the
Portfolio?
How has the Portfolio
Performed?
What Services are
Provided to
Shareholders?
What is the Effect of
Federal Income Tax
on My Investments?
What Fees does the
Portfolio Pay?
How are Portfolio
Transactions
Handled?
What are the
Portfolio's Investment
Policies and
Limitations?
The Fund and the
Fidelity Organization
Appendix
A PORTFOLIO OF FIDELITY OLIVER STREET TRUST
82 Devonshire Street
Boston, Massachusetts 02109
PROSPECTUS
January 29, 1994

12.HOW DO I REDEEM SHARES OF THE PORTFOLIO?
You may redeem all or a portion of your shares on any day the NYSE is open,
at the NAV next determined after the Transfer Agent receives your
redemption request. Redemption orders may be placed by you in writing or by
telephone. Any redemption orders received by the Transfer Agent before 4:00
p.m. Eastern time will receive that day's share price.
Once your shares are redeemed, the Portfolio normally will send you the
proceeds on the next business day to your address as it appears on the
Transfer Agent's records. If making immediate payment could adversely
affect the Portfolio, the Portfolio may take up to seven days to pay you.
The Portfolio may withhold redemption proceeds until it is reasonably
satisfied that it has collected investments that were made by check (which
can take up to seven days).
When the NYSE is closed (or when trading is restricted) for any reason
other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, the
Portfolio may suspend redemption or postpone payment dates. The Transfer
Agent requires additional documentation to redeem shares registered in the
name of a corporation, agent or fiduciary or if you are a surviving joint
owner.
REDEMPTION REQUESTS BY TELEPHONE. You may redeem shares of the Portfolio
having a value of $100,000 or less from your account by calling the
Transfer Agent. Please consult your investment professional for
instructions. Redemption proceeds will be sent to the address of record
listed on the account, and a change of address must not have occurred
within the preceding 60 days. Telephone redemptions cannot be processed for
Fidelity Advisor Fund prototype retirement accounts where State Street Bank
and Trust Company is the custodian.
REDEMPTION REQUESTS IN WRITING. For your protection, if you redeem shares
of the Portfolio having a value of more than $100,000, or if you are
sending the proceeds of the redemption of any amount to an address other
than the address of record listed on the account, or if you have requested
a change of address within the preceding 60 days, you must send a letter of
instruction signed by all registered owners with signature(s) guaranteed to
the Transfer Agent. A signature guarantee is a widely accepted way to
protect you by guaranteeing the signature on your request; it may not be
provided by a notary public. The following institutions should be able to
provide you with a signature guarantee: a bank, broker, dealer, municipal
securities dealer, municipal securities broker, government securities
dealer, government securities broker, credit union (if authorized under
state law), national securities exchange, registered securities
association, clearing agency or a savings association.
You may also redeem shares through your investment professional. Any
redemption orders received by the Transfer Agent through your investment
professional before 4:00 p.m. Eastern time will receive that day's share
price. It is the responsibility of your investment professional to transmit
the order to the Transfer Agent before the close of the NYSE (normally 4:00
p.m. Eastern time) in order for you to receive that day's NAV.
REINSTATEMENT PRIVILEGE. If you have redeemed all or part of your Retail
Class shares you may reinvest an amount equal to all or a portion of the
redemption proceeds in the Portfolio or in any of the other Fidelity
Advisor Funds, at the NAV next determined after receipt of your investment
order, without a sales charge, provided that such reinvestment is made
within 30 days of redemption. 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 the Portfolio.
SYSTEMATIC WITHDRAWAL PLAN. If you own Retail Class shares worth $10,000 or
more, you can have monthly, quarterly or semiannual checks sent from your
account to you, to a person named by you, or to your bank checking account.
You may obtain information about the Systematic Withdrawal Plan by
contacting your investment professional. Your Systematic Withdrawal Plan
payments are drawn from share redemptions. If Systematic Withdrawal Plan
redemptions exceed income dividends earned on your shares, your account
eventually may be exhausted. Since a sales charge is applied on new shares
you buy, it is to your disadvantage to buy shares while also making
systematic redemptions.
If the Trustees determine that existing conditions make cash payment
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 each class' NAV. Shareholders receiving any such securities or
other property on redemption may realize a gain or loss for all purposes,
and will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the Act),
the Portfolio is required to give shareholders at least 60 days' notice
prior to modifying or terminating the Portfolio's exchange privilege. Under
Rule 11a-3, 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 exchange, or (ii) the Portfolio temporarily suspends
the offering of shares as permitted under the Act or by the SEC or because
it is unable to invest amounts effectively in accordance with its
investment objective and policies. In each Class' Prospectus, the Portfolio
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 Portfolio would be unable to invest amounts effectively
in accordance with its investment objective and policies or would otherwise
potentially be adversely affected.
MINIMUM ACCOUNT BALANCE. If you want to keep your account open, please
leave $1,000 in it. If your account balance falls below $1,000 due to
redemption, the Transfer Agent may close it and mail you the proceeds at
the address shown on the Transfer Agent's records. The Transfer Agent will
give you 30 days' notice that your account will be closed unless you make
an investment to increase your account balance to the $1,000 minimum.
Please note that your shares will be redeemed at the NAV next determined on
the day your account is closed.
13.HOW HAS THE PORTFOLIO PERFORMED?
The Portfolio's performance may be quoted in advertising in terms of yield
and total return. All performance information is historical and is not
intended to indicate future performance. Share price, yield and total
return fluctuate in response to market conditions and other factors, and
the value of the Portfolio's shares when redeemed may be worth more or less
than their original cost.
YIELD is a way of showing the rate of income the Portfolio earns on its
investments as a percentage of its share price. To calculate yield, the
Portfolio takes the interest income it earned from its portfolio of
investments for a 30 day period (net of expenses), divides it by the
average number of shares entitled to receive dividends, and expresses the
result as an annualized percentage rate based on its share price (including
the maximum 3.25% sales charge) at the end of the 30 day period. Yields are
calculated according to accounting methods that are standardized for all
stock and bond funds. The Portfolio also may quote its distribution rate,
which reflects the Portfolio's income dividends to its shareholders,
divided by the Portfolio's offering price (including the maximum 3.25%
sales charge) for each day in a given period. Yields and distribution rates
will be higher if the sales charge is not taken into account. Because yield
calculation methods differ from the methods used for other accounting
purposes, the Portfolio's yield may not equal its distribution rate, the
income paid to your account or the income reported in the Portfolio's
financial statements.
TOTAL RETURN shows the overall dollar or percentage change in value
including changes in share price and assuming all of the Portfolio's
dividends and capital gain distributions are reinvested. A CUMULATIVE TOTAL
RETURN reflects the Portfolio's performance over a stated period of time.
An AVERAGE ANNUAL TOTAL RETURN reflects the hypothetical annually
compounded return that would have produced the same cumulative total return
if the Portfolio's performance had been constant over the entire period.
Average annual total returns tend to smooth out variations in the
Portfolio's return and are not the same as actual year by year results.
Average annual and cumulative total returns usually will not include the
effect of paying the maximum 3.25% sales charge. Excluding the sales charge
from a total return calculation produces a higher total return figure.
Average annual returns covering periods of less than one year are
calculated by determining the Portfolio's total return for the period,
extending that return for a full year (assuming that performance remains
constant over the year), and quoting the result as annual return.
The Portfolio may quote its ADJUSTED NET ASSET VALUE which includes all
distributions paid and may be averaged over specific periods.
14.WHAT SERVICES ARE PROVIDED TO SHAREHOLDERS?
The Transfer Agent will send you a confirmation after every transaction
(except reinvestment of dividends) that affects the share balance or the
account registration. At least twice a year each shareholder will receive
the Portfolio's financial statements, with a summary of its portfolio
composition and performance. To reduce expenses, only one copy of most
shareholder reports (such as the Portfolio's Annual Report) may be mailed
to each shareholder address. Please write to the Transfer Agent if you need
to have additional reports sent each time.
The Portfolio pays for these shareholder services, but not for special
services that are required by a few shareholders, such as a request for a
historical transcript of an account. You may be required to pay a fee for
these special services. If you are purchasing shares of the Portfolio
through a program of administrative services offered by an investment
professional, you should read the additional materials pertaining to that
program in conjunction with this Prospectus. Certain features of the
Portfolio, such as the minimum initial or subsequent investment, may be
modified in these programs, and administrative charges may be imposed for
the services rendered.
15.WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON MY INVESTMENT?
INCOME DIVIDENDS. Income dividends are declared to your account daily and
paid monthly. The Portfolio distributes substantially all of its net
investment income and capital gains to shareholders each year. Any net
realized capital gains normally are declared in December.
FEDERAL TAXES. Distributions from the Portfolio's income and short-term
capital gains are taxed as dividends, and long-term capital gain
distributions are taxed as long-term capital gains. The Portfolio's
distributions are taxable when they are paid, whether you take them in cash
or reinvest them in additional shares, except that distributions declared
in December and paid in January are taxable as if paid on December 31. The
Portfolio will send you a tax statement by January 31 showing the tax
status of the distributions you received in the past year, and will file a
copy with the Internal Revenue Service (IRS).
If the Portfolio has paid withholding or other taxes to foreign governments
during the year, the taxes will reduce the Portfolio's dividends but will
be included in the taxable income reported on your tax statement. You may
be able to claim an offsetting tax credit or itemized deduction for foreign
taxes paid by the Portfolio. Your tax statement will show the amount of
foreign tax for which a credit or deduction may be available.
CAPITAL GAINS. You may realize a capital gain or loss when you redeem
(sell) or exchange shares. For most types of accounts, the Portfolio will
report the proceeds of your redemptions to you and the IRS annually.
However, because the tax treatment also depends on your purchase price and
your personal tax position, you should also keep your regular account
statements to use in determining your tax.
"BUYING A DIVIDEND." On the record date for a capital gain distribution
from the Portfolio, the Portfolio's share price is reduced by the amount of
the distribution. If you buy shares just before the record date ("buying a
dividend"), you will pay the full offering price for the shares, and then
receive a portion of the price back as a taxable distribution.
OTHER TAX INFORMATION. In addition to federal taxes, you may be subject to
state or local taxes on your investment, depending on the laws in your
area.
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 the
Portfolio to withhold 31% of your taxable distributions and redemptions.
16.WHAT FEES DOES THE PORTFOLIO PAY?
MANAGEMENT AND OTHER SERVICES. The Portfolio, pursuant to its Management
Contract, pays FMR a monthly fee for managing its investments and business
affairs at an annual rate made up of the sum of two components:
1. A group fee rate based on the average monthly net assets of all the
mutual funds advised by FMR. On an annual basis, this rate cannot rise
above .37% and it drops (to as low as a marginal rate of .14%), as total
assets in all these funds rise.
2. An individual fund fee rate of .45%.
One-twelfth of the annual management fee rate is applied to the Portfolio's
net assets averaged over the most recent month, giving a dollar amount
which is the management fee for that month.
FMR may, from time to time, agree to reimburse the Portfolio for expenses
above a specified percentage of average net assets. FMR retains the ability
to be repaid by the Portfolio for these expense reimbursements in the
amount that expenses fall below the limit prior to the end of the fiscal
year. Fee reimbursement by FMR will increase the Portfolio's yield and
total return, and reimbursement by the Portfolio will lower its yield and
total return.
The Portfolio pays the Transfer Agent fees based on the type, size and
number of accounts in the Portfolio and the number of monetary transactions
made by shareholders. Fidelity Service Co. (Service), 82 Devonshire Street,
Boston, MA 02109, an affiliate of FMR, calculates each Class' daily share
price and dividends, maintains its general accounting records. The fees for
pricing and bookkeeping services are based on the Portfolio's average net
assets, but must fall within a range of $45,000 to $750,000 per year.
The Portfolio's operating expenses include custodial, legal and accounting
fees, charges to register the Fund or Portfolio with federal and state
regulatory authorities and other miscellaneous expenses.
DISTRIBUTION AND SERVICE PLAN. The Trustees of the Fund have adopted a
Distribution and Service Plan (the Plan) on behalf of Retail Class pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the Rule). The Rule
provides in substance that a mutual fund may not engage directly or
indirectly in financing any activity that is intended primarily to result
in the sale of shares of the fund except pursuant to a plan adopted by the
fund under the Rule. The Board of Trustees has adopted the Plan to allow
Retail Class and FMR to incur certain expenses that might be considered to
constitute direct or indirect payment by Retail Class of distribution
expenses.
Under the Plan, Retail Class is authorized to pay Distributors a monthly
distribution fee as compensation for its services and expenses in
connection with the distribution of its shares. Retail Class pays
Distributors a distribution fee at an annual rate of up to .40% of Retail
Class' average net assets determined as of the close of business on each
day throughout the month. Currently, the Trustees have authorized Retail
Class to pay Distributors at an annual rate of .25%. This distribution fee
is paid by Retail Class, not by individual accounts.
All or a portion of the distribution fee may be paid by Distributors to
investment professionals as compensation for selling shares of Retail Class
and providing ongoing sales support services or for shareholder support
services. The distribution fee is an expense of Retail Class in addition to
the management fee, and will reduce Retail Class' net investment income and
total return. The Plan also provides that, through Distributors, FMR may
make payments from its management fee or other resources to investment
professionals in connection with the distribution of Portfolio shares.
During the period January 29, 1994 through December 31, 1994 ,
investment professionals will be compensated at the rate of .25% for
purchases of $1 million or more.
The National Association of Securities Dealers (NASD) has approved
amendments to its maximum sales charge rule, which will subject asset-based
sales charges to the provisions of the rule. The amendments to the rule
have been approved by the SEC. The Fund's Trustees will evaluate Retail
Class' current 12b-1 Plan and it is anticipated that the Plan may be
amended accordingly.
The Glass Steagall Act generally prohibits federally or 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 fully defined, in Distributors' opinion it
should not prohibit banks from being paid for shareholder servicing and
recordkeeping. If, because of changes in law or regulation, or because of
new interpretations of existing law, a bank or the Portfolio were prevented
from continuing these arrangements, it is expected that the Board would
make other arrangements for these services and that shareholders would not
suffer adverse financial consequences. In addition, state securities laws
on this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.
17.HOW ARE PORTFOLIO TRANSACTIONS HANDLED?
The Portfolio's securities generally are traded in the over-the-counter
market through broker-dealers. FMR chooses broker-dealers by judging
professional ability and quality of service. A broker-dealer is a
securities firm or bank which makes a market for securities by offering to
buy at one price and sell at a slightly higher price. The difference
between the prices is known as a spread. Foreign currency and forward
currency exchange contracts are traded in a similar fashion in a dealer
market, maintained primarily by large commercial banks. Since FMR trades a
large number of securities, including those of Fidelity's other funds,
broker-dealers are willing to work with the funds on a more favorable
spread than would be possible for most individual investors. Also, the
Portfolio generally pays lower commissions when placing trades with
broker-dealers. The Portfolio will pay commissions in connection with
transactions in futures contracts and options. Spreads or commissions for
transactions executed in foreign markets are often higher than in the U.S.
The Portfolio has authorized FMR to allocate transactions to some
broker-dealers who help distribute the Portfolio's shares or the shares of
Fidelity's other funds, and on an agency basis to, Fidelity Brokerage
Services, Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL),
affiliates of FMR. FMR will make such allocations if commissions are
comparable to those charged by non affiliated qualified broker-dealers for
similar services.
Higher commissions may be paid to firms that provide research services to
the extent permitted by law. FMR also is authorized to allocate brokerage
transactions to FBSI in order to secure from FBSI research services
produced by third party, independent entities. FMR may use this research
information in managing the Portfolio's assets, as well as the assets of
other clients.
The Portfolio may engage in short-term trading when consistent with its
objective. Also, a security may be sold and another of comparable quality
simultaneously purchased to take advantage of what FMR believes to be a
temporary disparity in the normal yield relationship of the two securities.
The frequency of portfolio transactions - the Portfolio's turnover rate -
will vary from year to year depending on market conditions. The Portfolio's
annualized turnover rate in its first fiscal period ending November 31,
1993 is not expected to exceed 100%.
18.WHAT ARE THE PORTFOLIO'S INVESTMENT POLICIES AND LIMITATIONS?
The Portfolio will seek to obtain its investment objective by focusing its
investments in securities of issuers in the United States, Canada and
Mexico. Under normal conditions the Portfolio intends to invest at least
65% of its total assets in obligations of the governments of the United
States, Canada and Mexico, their subdivisions, agencies, instrumentalities
or authorities, thereof. FMR will allocate the Portfolio's investments
among different countries and currencies based on its consideration of such
factors as the prospects for relative economic growth, expected levels of
inflation, government policies influencing business conditions, and the
outlook for currency relationships.
Although the Portfolio is not limited in the amount it can invest in a
foreign country, the Portfolio expects to maintain at least 25% of its
total assets in U.S. government securities. The Portfolio may invest up to
35% in securities of other issuers in North and South America, or in
securities denominated in the currencies of North and South American
countries. The Portfolio may invest in corporations, banks, and other
business organizations and supernatural organizations such as the World
Bank which are chartered to promote economic development and are supported
by various governments and government entities.
The Portfolio will also invest in high and upper medium grade fixed-income
obligations. FMR's standards for determining high and upper medium grades
for all of its investments are essentially the same as those described by
Standard & Poor's (S&P) and Moody's Investor Service (Moody's) as
characteristic of their ratings of A and above. Such instruments have
strong protection of principal and interest payments. In addition to
reliance on ratings, FMR also performs its own credit analysis. The
Portfolio may invest in unrated instruments, and may at times purchase
instruments rated below A if FMR judges them to be of comparable quality to
those rated A or better. Currently, the Portfolio does not intend to invest
in debt obligations rated below A.
The Portfolio may invest in mortgage-backed and asset-backed securities,
collateralized mortgage obligations, loans and other direct debt
instruments. The Portfolio may engage in loan transactions with respect to
portfolio securities and may engage in repurchase agreements. The Portfolio
may also engage in reverse repurchase agreements for temporary or emergency
purposes but not for investment purposes. The Portfolio also may purchase
restricted securities and may invest in indexed securities. The Portfolio
may buy and sell futures and options contracts. See the Appendix on page
for more information.
The Portfolio will maintain a dollar-weighted average maturity of 3 years
or less. Based on FMR's assessment of interest rate trends, generally, the
average maturity will be shortened when interest rates are expected to rise
and lengthened up to 3 years, when interest rates are expected to decline.
It should be noted that although investing in longer term bonds may provide
an opportunity for higher return, generally, the longer the term to
maturity of a bond, the greater the potential for price volatility and
default due to, among other things, market conditions and fundamental
changes in the issuer.
For the purpose of determining the weighted average maturity of the
Portfolio, the maturities of mortgage-backed securities and/or
collateralized mortgage obligations are determined on a "weighted average
life" basis. The weighted average life of such securities is likely to be
substantially shorter than their stated final maturity as a result of
scheduled payments and unscheduled prepayments of principal. The weighted
average life is the average time in which principal is repaid; for a
mortgage security, this average time is calculated by assuming a constant
prepayment rate for the life of the mortgage. The maturities of most of the
other securities held by the Portfolio will be determined on a "stated
final maturity" basis. One exception would be extendible notes.
GENERAL INFORMATION ABOUT CANADA. Canada occupies the northern part of
North America and is the second largest country in the world extending from
the Atlantic Ocean to the Pacific. Canada consists of ten provinces and two
federal territories. The Canadian Constitution Acts have assigned certain
jurisdictional authority over such matters as hospitals, education, natural
resources and other matters of a local nature to the provincial
authorities. Matters of a national or federal nature such as the regulation
of trade, banking, national defense and postal services fall under the
jurisdiction of the Parliament of Canada.
The Canadian economy is based on the free enterprise system and is strongly
influenced by the activities of companies and industries involved in the
production and processing of natural resources. The companies may include
those in the energy industry, industrial materials (chemicals, base metals,
timber and paper) and agricultural materials (grain cereals).
The Canadian dollar floats freely against all currencies and is fully
exchangeable into U.S. dollars without foreign exchange controls or other
legal restrictions. Due to proximity and similar cultural backgrounds, and
that Canada and the U.S. are each other's largest trading partners, the
Canadian and U.S. economies are to a certain extent related. In addition,
negotiations commenced in June 1991 to sign the North American Free Trade
Agreement, see "What Other Considerations are Involved in Investing in the
Portfolio", page . The United States and Canada are currently working under
conditions of a free trade agreement which was ratified and operational in
1989.
CANADIAN GOVERNMENT SECURITIES. The Portfolio's may invest in those
securities issued or guaranteed by the Canadian government, any of its
provincial governments, or any subdivisions, agencies, or instrumentalities
thereof. These securities may be denominated or payable in U.S. or Canadian
dollars.
Among these securities are bonds and Treasury bills issued by the
government of Canada. The Bank of Canada, in cooperation with the Canadian
federal government, is responsible for the distribution of the Treasury
bills and bonds. Canadian Treasury bills are issued with a maturity of one
year or less while the Canadian bond issues consist of several different
issues with maturities ranging from one to twenty-five years representing
different segments of the yield curve. Also, Canadian provinces have
outstanding bond issues and several Provinces also guarantee bond issues of
provincial authorities, agencies and instrumentalities, thereof. Spreads in
the market are determined by various factors, including the relative supply
and the issues' rating. Most of the Canadian provinces also issue Treasury
bills. Canadian municipalities and municipal financial authorities also
raise funds through the bond market in order to finance capital
expenditures. However, unlike U.S. municipal bonds, there are no special
tax considerations. The Canadian municipal bond market may not be as liquid
as its provincial bond market.
GENERAL INFORMATION ABOUT THE UNITED MEXICAN STATES. The United Mexican
States (Mexico) is comprised of 31 states and a Federal District (Mexico
City). Mexico, which occupies the southern part of North America and is
located on the Southwestern border of the United States extending from the
Gulf of Mexico to the Pacific Ocean, is the thirteenth largest country in
the world. Mexico's government consists of a President, who is elected for
one, six-year term, a Congress, which consists of 564 members, and a
Supreme Court with 21 members. The federal government has responsibility
for the main government functions (other than those of a local or regional
nature), and also has authority over the petroleum industry and the
electrical power sector of the economy.
Since the early 1980's, the Mexican economy has been in a state of
transition. Mexico has initiated several policies which seek to modernize
and liberalize the Mexican economy. For example, Mexico has worked toward
privatizing certain state owned enterprises, modernizing securities
markets, and increasing investment in the private sector. Oil and natural
gas production and exploration are among the main industries of the Mexican
economy.
The Mexican peso floats against the U.S. dollar and other currencies.
Currently, Mexico is the second largest debtor nation (among developing
countries) to commercial banks and foreign governments. In 1990, however,
Mexico became the first Latin American country to reach an agreement under
the U.S. Treasury's approach to debt reduction (the Brady Plan), which
resulted in a substantial reduction in Mexico's foreign debt and debt
service obligations. In addition, negotiations commenced in June 1991 to
sign the North American Free Trade Agreement, see "What Other
Considerations are Involved in Investing in the Portfolio," on page .
MEXICAN GOVERNMENT SECURITIES. Obligations of the Mexican government
include those securities which are issued or guaranteed by the government
of Mexico, its agencies or instrumentalities thereof. These securities may
be denominated or payable in U.S. dollars or Mexican pesos.
Securities of the Mexican government that the Portfolio may consider as
investment options include: 1) cetes - discounted book-entry debt
securities sold with a maturity of one year or less; 2) bondes - long term
development bonds issued by the government with a minimum maturity of 364
days; and 3) adjustabonos - adjustable bonds with the face amount adjusted
quarterly according to that quarter's inflation rate with a minimum three
year maturity.
U.S. GOVERNMENT SECURITIES. U.S. government securities are securities
issued or guaranteed by the U.S. government or its agencies or
instrumentalities. They may be backed by the credit of the government as a
whole or only by the issuing agency. For example, securities issued by the
Federal Home Loan Banks and the Federal Home Loan Mortgage Corporation are
supported only by the credit of the agency that issued them, and not by the
U.S. government. Securities issued by the Federal Farm Credit System, the
Federal Land Banks and the Federal National Mortgage Association are
supported by the agency's right to borrow money from the U.S. Treasury
under certain circumstances.
U.S. Treasury securities and some agency securities, such as those issued
by the Federal Housing Administration and the Government National Mortgage
Association, are backed by the full faith and credit of the U.S. government
and are the highest quality government securities.
INVESTMENT LIMITATIONS. The Portfolio has adopted the following investment
limitations designed to reduce investment risk.
1. The Portfolio may not purchase a security (except that up to 25% of the
Portfolio's total assets may be invested without regard to these
limitations) if, as a result, (a) more than 5% of its total assets would be
invested in the securities of any issuer; or (b) it would hold more than
10% of the voting securities of any issuer.
2. The Portfolio (a) may borrow money for temporary or emergency purposes,
in an amount not exceeding 33 1/3% of the value of its total assets; (b)
may borrow money from a bank or from a mutual fund advised by FMR or an
affiliate; (c) may engage in reverse repurchase agreements; and (d) may not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding.
3. The Portfolio (a) may lend securities to a broker-dealer or institution
when the loan is fully collateralized; and (b) may lend money to a mutual
fund advised by FMR or an affiliate. The Portfolio will limit loans in the
aggregate to 33 1/3% of its total assets.
Limitation 1 does not apply to U.S. government securities. The Portfolio's
investment objective, limitation 1 and the percentage limitations on
borrowings and loans in limitations 2(a) and 3(b) are fundamental and may
be changed only by vote of a majority of the Portfolio's outstanding
shares. Non-fundamental policies may be changed without shareholder
approval. In addition, these limitations and policies are considered at the
time of purchase. With the exception of the Portfolio's 33 1/3% borrowing
limitation, the sale of portfolio securities is not required in the event
of a subsequent change in circumstances.
The Portfolio may borrow money from and lend money to other mutual funds
advised by FMR or its affiliates subject to certain restrictions (see
"Appendix," page ). If the Portfolio borrows money, its share price may be
subject to greater fluctuation until the borrowing is paid off. To this
extent, purchasing securities when borrowings are outstanding may involve
an element of leverage.
19.THE FUND AND THE FIDELITY ORGANIZATION
Fidelity Advisor North American Government Portfolio is a diversified
portfolio of Fidelity Oliver Street Trust (the Fund), an open-end
management investment company established as a Massachusetts business trust
by Declaration of Trust dated June 1, 1983, amended and restated on
February 25, 1992. The Portfolio currently offers two classes of shares,
Retail Class and Institutional Class. The Fund's Board of Trustees
supervises Fund activities and reviews the Fund's contractual arrangements
with companies that provide each class of shares with services. The Fund is
not required to hold annual shareholder meetings, although special meetings
may be called for a class of shares, the Portfolio or the Fund as a whole
for purposes such as electing or removing Trustees, changing fundamental
investment policies or approving a management contract or plan of
distribution. As a shareholder, you receive one vote for each share and
fractional votes for fractional shares of the class of shares of the
Portfolio you own. Separate votes are taken by each class of shares of the
Portfolio if a matter affects just that class of shares.
Institutional Class shares are offered continuously at NAV to (i) banks and
trust institutions investing for their own accounts or for accounts of
their trust customers, (ii) plan sponsors meeting the ERISA definition of
fiduciary, (iii) government entities or authorities and (iv) corporations
with at least $100 million in annual revenues.
The initial and subsequent investment minimums for Institutional Class
shares are $100,000 and $2,500, respectively. The minimum account balance
for Institutional Class is $40,000.
Institutional Class shares may be exchanged for shares of certain other
Fidelity funds, including Institutional Class shares of other Fidelity
Advisor Funds. Transfer and shareholder servicing for Institutional Class
shares is performed by FIIOC.
The Distribution and Service Plan of Institutional Class does not provide
for payment of a separate distribution fee by Institutional Class, instead
the Plan recognizes that FMR may use its management fee and other resources
to pay expenses for distribution related activities and may make payments
to investment professionals that provide shareholder support services or
sell Institutional Class shares. Investment professionals currently do not
receive compensation in connection with distribution and/or shareholder
servicing of Institutional Class shares.
Fidelity Investments is one of the largest investment management
organizations in the U.S. and has its principal business address at 82
Devonshire Street, Boston, MA 02109. It includes a number of different
companies that provide a variety of financial services and products. The
Fund employs various Fidelity companies to perform certain activities
required to operate the Portfolio.
Fidelity Management & Research Company is the original Fidelity company
founded in 1946. It provides a number of mutual funds and other clients
with investment research and portfolio management services. It maintains a
large staff of experienced investment personnel and a full complement of
related support facilities. As of December 31, 1993 , the FMR advised
funds having more than 15 million shareholder accounts with a total
value of more than $ 225 billion. Fidelity Distributors Corporation
distributes shares for the Fidelity funds.
FMR Corp. is the parent company for the Fidelity companies. Through
ownership of voting common stock, Edward C. Johnson 3d, President and a
Trustee of the Fund, and various trusts for the benefit of Johnson family
members, form a controlling group with respect to FMR Corp.
20.APPENDIX
The following paragraphs provide a brief description of securities in which
the Portfolio may invest and transactions it may make. The Portfolio is not
limited by this discussion, however, and may purchase other types of
securities and enter into other types of transactions if they are
consistent with the Portfolio's investment objective and policies.
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 on 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 of the creditworthiness of the servicing agent for the loan pool,
the originator of the loans, or the financial institution providing the
credit enhancement.
DELAYED DELIVERY TRANSACTIONS. The Portfolio may buy and sell securities on
a when-issued or delayed delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this
way may change before the delivery date, which could increase fluctuations
in the Portfolio's yield. Ordinarily, a Portfolio will not earn interest on
securities purchased until they are delivered.
EXTENDIBLE DEBT SECURITIES can be retired at the option of the Portfolio at
various dates prior to maturity. In calculating average portfolio maturity,
the Portfolio may treat extendible debt securities as maturing on the next
optional retirement date.
ILLIQUID INVESTMENTS. The Portfolio may invest up to 15% of its assets in
illiquid investments. Under the supervision of the Board of Trustees, FMR
determines the liquidity of the Portfolio's investments. The absence of a
trading market can make it difficult to ascertain a market value for
illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Portfolio to sell them promptly at an acceptable price.
INDEXED SECURITIES. The Portfolio may invest in indexed securities whose
value is linked to currencies, interest rates, commodities, indices, or
other financial indicators. Most indexed securities are short to
intermediate term fixed-income securities whose values at maturity or
interest rates rise or fall according to the change in one or more
specified underlying instruments. Indexed securities may be positively or
negatively indexed (i.e. their value may increase or decrease if the
underlying instrument appreciates), and may have return characteristics
similar to direct investments in the underlying instrument or to one or
more options on the underlying instrument. Indexed securities may be more
volatile than the underlying instrument itself.
INTERFUND BORROWING PROGRAM. The Portfolio has received permission from the
SEC to lend money to and borrow money from other funds advised by FMR or
its affiliates. Interfund loans and borrowings normally will extend
overnight, but can have a maximum duration of seven days. The Portfolio
will lend through the program only when the returns are higher than those
available at the same time from other short-term investments (such as
repurchase agreements), and will borrow through the program only when the
costs are equal to or lower than the cost of bank loans. The Portfolio will
not lend more than 7.5% of its assets to other funds, and will not borrow
through the program if, after doing so, total outstanding borrowings would
exceed 15% of total assets. Loans may be called on one day's notice, and
the Portfolio 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.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed by a
corporate, governmental or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participation's), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve the risk
of loss in case of default or insolvency of the borrower. Direct debt
instruments may offer less legal protection to the Portfolio in the event
of fraud or misrepresentation. In addition, loan participation's involve a
risk of insolvency of the lending bank or other financial intermediary.
Direct debt instruments also may include standby financing commitments that
obligate the Portfolio to supply additional cash to the borrower on demand.
MORTGAGE-BACKED SECURITIES. The Portfolio may purchase mortgage-backed
securities issued by government. A mortgage-backed security may be 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
also include other debt obligations secured by mortgages on commercial real
estate or residential properties. Other types of mortgage-backed securities
will likely be developed in the future, and the Portfolio may invest in
them if FMR determines they are consistent with the Portfolio'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. 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.
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.
OPTIONS AND FUTURES CONTRACTS. The Portfolio may buy and sell options and
futures contracts to manage its exposure to changing interest rates,
security prices, and currency exchange rates. Some options and futures
strategies, including selling futures, buying puts and writing calls, tend
to hedge the Portfolio's investments against price fluctuations. Other
strategies, including buying futures, writing puts and buying calls, tend
to increase market exposure. Options and futures may be combined with each
other or with forward contracts in order to adjust the risk and return
characteristics of the overall strategy. The Portfolio may invest in
options and futures based on any type of security, index, or currency,
including options and futures traded on foreign exchanges and options not
traded on exchanges.
Options and futures can be volatile investments, and involve certain risks.
If FMR applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Portfolio's
return. The Portfolio could also experience losses if the prices of its
options and futures positions were poorly correlated with its other
investments, or if it could not close out its positions because of an
illiquid secondary market.
The Portfolio will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions. In
addition, the Portfolio will not buy futures or write puts whose underlying
value exceeds 25% of its total assets, and will not buy calls with a value
exceeding 5% of its total assets. The Portfolio's policies regarding
futures contracts and options are not fundamental and may be changed at any
time without shareholder approval.
REPURCHASE AGREEMENTS AND SECURITIES LOANS. In a repurchase agreement, the
Portfolio purchases a security at one price and simultaneously agrees to
sell it back at a higher price. The Portfolio may also make securities
loans to broker-dealers and institutional investors, including Fidelity
Brokerage Services, Inc. In the event of the bankruptcy of the other party
to either a repurchase agreement or a securities loan, the Portfolio could
experience delays in recovering its cash or the securities it lent. To the
extent that, in the meantime, the value of the securities purchased had
decreased or the value of the securities lent had increased, the Portfolio
could experience a loss. The Portfolio may engage in repurchase agreements
in foreign markets or relating to foreign securities, which may involve
greater risks than U.S. repurchase agreements. In all cases, FMR must find
the creditworthiness of the other party to the transaction satisfactory.
RESTRICTED SECURITIES. The Portfolio may purchase securities which cannot
be sold to the public without registration under the Securities Act of 1933
(restricted securities). Unless registered for sale, these securities can
only be sold in privately negotiated transactions or pursuant to an
exemption from registration.
SOVEREIGN DEBT OBLIGATIONS. The Portfolio may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including debt of Latin America 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. Government 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.
SWAP AGREEMENTS. As one way of managing its exposure to different types of
investments, the Portfolio may enter into interest rate swaps, currency
swaps, and other types of swap agreements such as caps, collars, and
floors. In a typical interest rate swap, one party agrees to make regular
payments equal to a floating interest rate times a "notional principal
amount," in return for payments equal to a fixed rate times the same
amount, for a specified period of time. If a swap agreement provides for
payments in different currencies, the parties might agree to exchange the
notional principal amount as well. Swaps may also depend on other prices or
rates, such as the value of an index or mortgage prepayment rates.
Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks
assumed. As a result, swaps can be highly volatile and may have a
considerable impact on the Portfolio's performance. Swap agreements are
subject to risks related to the counterparty's ability to perform, and may
decline in value if the counterparty's creditworthiness deteriorates. The
Portfolio may also suffer losses if it is unable to terminate outstanding
swap agreements or reduce its exposure through offsetting transactions
VARIABLE AND FLOATING RATE INSTRUMENTS (including notes purchased directly
from issuers) bear variable or floating interest rates and may carry rights
that permit holders to demand full payment from the issuers or certain
financial intermediaries. Floating rate securities have interest rates that
change whenever there is a change in a designated market based interest
rate, while variable rate instruments provide for a specified periodic
adjustment in the interest rate. These formulas are designed to result in a
market value for the instrument that approximates its par value.
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 daily dividend, the Portfolio 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 Portfolio has been advised
that the Staff of the Division of Investment Management of the SEC does not
consider these instruments U.S. government securities as defined by the
1940 Act. Therefore, the Portfolio will not treat these obligations as U.S.
government securities for purposes of the 65% portfolio composition test
mentioned on page 4.
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.
SUBJECT TO COMPLETION, DATED January 1, 1993
FIDELITY ADVISOR NORTH AMERICAN
GOVERNMENT PORTFOLIO - INSTITUTIONAL CLASS
TABLE OF
CONTENTS
Summary of Portfolio
Expenses
Prospectus Summary
Investment Objective
Other Considerations
Portfolio Shares
Valuation
Purchasing Shares of
the Portfolio
Distribution Options
Exchange Privileges
Redeeming Shares of
the Portfolio
Portfolio Performance
Shareholder Services
Tax Information
Fees and Expenses
Portfolio Transactions
Investment Policies
and Limitations
The Fund and the
Fidelity Organization
Appendix

A PORTFOLIO OF FIDELITY OLIVER STREET TRUST
82 Devonshire Street
Boston, Massachusetts 02109
PROSPECTUS
January 29, 1994

Fidelity Advisor North American Government Portfolio (the Portfolio) seeks
to provide the highest level of current income consistent with what the
Portfolio's Adviser considers to be prudent investment risk, by focusing
its investments in short-term debt securities issued or guaranteed by the
governments of the United States, Canada and Mexico.
The Portfolio is comprised of two classes of shares, Institutional Class
and Retail Class. Both classes share a common investment objective and
investment portfolio. Institutional Class shares are offered by this
Prospectus to (i) banks and trust institutions investing for their own
accounts or for accounts of their trust customers, (ii) plan sponsors
meeting the ERISA definition of fiduciary (iii) government entities or
authorities and (iv) corporations with at least $100 million in annual
revenues. Retail Class shares are offered by a separate prospectus.
Please read this Prospectus before investing. It is designed to provide
information to help decide if the Portfolio's goals match those of the
investor. Retain this document for future reference.
A Statement of Additional Information (dated January 29, 1994 ) for
the Portfolio has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference. This free Statement is
available upon request from Fidelity Distributors Corporation
(Distributors), 82 Devonshire Street, Boston, Massachusetts 02109.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This Prospectus shall not constitute an offer
to buy nor shall there be any sale of these securities in any State in
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any State.
21.SUMMARY OF PORTFOLIO EXPENSES
The purpose of the table below is to assist in understanding the various
costs and expenses that an investor in Institutional Class shares would
bear directly or indirectly. This standard format was developed for use by
all mutual funds to help an investor make investment decisions. This
expense information should be considered along with other important
information in the Prospectus such as the Portfolio's investment objective.
There are no shareholder transaction expenses associated with purchases,
exchanges or redemptions of Institutional Class shares.
22.ANNUAL OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management Fees .62 %*
Other Expenses. %*
TOTAL OPERATING EXPENSES. %*
* NET OF REIMBURSEMENT
Annual Operating Expenses are based on the Portfolio's estimated expenses
for its first year of operation. Management fees are paid by the Portfolio
to Fidelity Management & Research Company ("FMR" or the "Adviser") for
managing its investments and business affairs. The expense for Management
fees is based on an average group fee plus an individual fund fee,
annualized. The Portfolio incurs other expenses for maintaining shareholder
records, furnishing shareholder statements and reports and providing other
services. Expenses eligible for reimbursement by FMR do not include
interest, taxes, brokerage commissions (if any), or extraordinary expenses.
FMR has voluntarily agreed to temporarily limit the Total Operating
Expenses to ___% of average net assets. If this agreement were not in
effect, the Management Fee, Other Expenses, and Total Operating Expenses
would be ___%, ___%, and ___%, respectively. Management fees and other
expenses already have been reflected in the Portfolio's share price and are
not charged directly to individual shareholder accounts. Please refer to
the section "Fees and Expenses," on page for further information.
23.EXAMPLE
1 YEAR 3 YEARS
An investor would pay the following expenses on a $1,000 investment in the
Portfolio assuming (1) a 5% annual return and (2) redemption at the end of
each time period: $___ $___
The above hypothetical example illustrates the expenses associated with a
$1,000 investment over periods of one and three years, based on the
expenses in the table and an assumed annual return of 5%. THE RETURN OF 5%
AND EXPENSES SHOULD NOT BE CONSIDERED INDICATIONS OF ACTUAL OR EXPECTED
PORTFOLIO PERFORMANCE OR EXPENSES, BOTH OF WHICH MAY VARY.
24.PROSPECTUS SUMMARY
INVESTMENT OBJECTIVE. The Portfolio seeks to provide the highest level of
current income consistent with what the Portfolio's Adviser considers to be
prudent investment risk, by focusing its investments in short-term debt
securities issued or guaranteed by the governments of the United States,
Canada and Mexico.
INVESTMENT POLICIES. Normally, at least 65% of the Portfolio's total assets
will be invested in obligations of the governments of the United States,
Canada and Mexico. The Portfolio expects to maintain at least 25% of its
total assets in U.S. government securities. The Portfolio may invest up to
35% of its total assets in securities of North and South American issuers,
or in securities denominated in the currencies of North and South American
countries, if those investments are rated A or better, or are of comparable
quality and will help the Portfolio achieve its investment objective. The
Portfolio will maintain a dollar weighted average maturity of 3 years or
less.
INVESTMENT ADVISER AND GENERAL DISTRIBUTOR. Fidelity Management &
Research Company, 82 Devonshire Street, Boston, Massachusetts 02109, is the
investment adviser to the Portfolio. FMR, one of the largest investment
management organizations in the U.S., serves as investment adviser to
investment companies that had aggregate net assets of more than $ 225
billion and approximately 15 million shareholder accounts as of
December 31 , 1993. Distributors is the general distributor for
shares of the Portfolio.
INVESTING IN THE PORTFOLIO. An investor can open an account for $100,000 or
more. Shares of beneficial interest may be purchased at the net asset value
(NAV) next determined after the Transfer Agent receives an investor's order
to purchase. Additional investments of $2,500 or more may be made. Minimum
investments may differ for tax-deferred retirement plans. See "Purchasing
Shares of the Portfolio," page .
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS. Dividends from the Portfolio's
net investment income are declared daily and distributed monthly. Capital
gain distributions, if any, from the Portfolio's securities transactions
are distributed annually. Dividends and capital gain distributions are
reinvested automatically in additional shares at net asset value unless the
investor elects to receive dividends in cash and capital gain distributions
in additional shares or both dividends and capital gain distributions in
cash. You also may elect to reinvest distributions into certain other
Fidelity Advisor Funds.
REDEMPTION OF INVESTMENT. An investor may redeem all or any part of the
value of an account as described under "Redeeming Shares of the Portfolio,"
page . An investor may redeem shares of the Portfolio having a value of
$100,000 or less from an account by calling the Transfer Agent directly.
The price at which the order will be effected is the NAV next determined
after the Transfer Agent receives the order to redeem.
RISK FACTORS. The yield and potential price changes of the Portfolio
depend on the quality and maturity of the obligations in its portfolio as
well as other market conditions. Generally, the investments in securities
of foreign issuers may involve greater risks than are present in U.S.
investments. Securities of some issuers may be less liquid and their prices
more volatile than securities of comparable U.S. issuers. Some of the
Portfolio's investments will be denominated in foreign currencies, and the
value of foreign currencies relative to the U.S. dollar is an important
factor in the Portfolio's performance.
For a further discussion of the special consideration of international
investments see "Other Considerations" and "Investment Policies and
Limitations" on pages and , respectively.
25.INVESTMENT OBJECTIVE
Fidelity Advisor North American Government Portfolio's investment objective
is to seek to provide the highest level of current income consistent with
what the Portfolio's Adviser considers to be prudent investment risk, by
focusing its investments in short-term debt securities issued or guaranteed
by the governments of the United States, Canada and Mexico. Normally, at
least 65% of the Portfolio's total assets will be invested in obligations
of the governments of the United States, Canada and Mexico. Except for the
Portfolio's investment objective and the investment limitations identified
as fundamental, the Portfolio's policies described in the Prospectus are
non-fundamental policies and may be changed without shareholder approval.
The Portfolio may not always achieve its objective, but will follow the
policies described in "Investment Policies and Limitations," page .
26.OTHER CONSIDERATIONS
FMR believes that the increasingly integrated economic relationship among
the United States, Canada and Mexico, characterized by the reduction and
projected elimination of barriers to free trade among the three nations and
the growing coordination of their fiscal and monetary policies, will
benefit the economic performance of all three countries and promote greater
correlation of currency fluctuation among U.S. dollars, Canadian dollars,
and Mexican pesos. In FMR's view, these developments, epitomized by the
commencement in June 1991 of negotiations among the three countries of a
North American Free Trade Agreement (NAFTA), create attractive conditions
for investment in a carefully selected portfolio of government securities.
NAFTA is designed to increase trade among Canada, Mexico and the United
States by eliminating tariffs and trade barriers. NAFTA would create a more
integrated economic relationship between the countries and allow
competitive trading. Substantial economic and political issues are still
under negotiation, however, and no assurance can be given about the terms
or conditions of the agreement or whether the agreement will be signed.
Beginning in January of 1989, the U.S.-Canada Free Trade Agreement (FTA)
began being phased in over a period of 10 years. FTA removes tariffs on
U.S. technology and Canadian agricultural products in addition to removing
trade barriers affecting other important sectors of each country's economy.
In February 1990, Mexico became the first Latin American country to reach
an agreement with external creditor banks and multi-national agencies under
the U.S. Treasury's approach to debt reduction known as the "Brady Plan."
The 1989-1992 Financing Package, which was implemented in accordance with
this agreement, resulted in a substantial reduction in Mexico's foreign
debt and debt service obligations.
Investing outside the U.S. involves different opportunities from U.S.
investments. FMR believes that it may be possible to obtain significant
returns from a portfolio of foreign investments and to achieve increased
diversification in comparison to a portfolio invested solely in U.S.
securities. By investing in a combination of U.S. and foreign securities,
FMR will seek to take advantage of the higher yields that securities
denominated in foreign currencies may offer. Currency hedging strategies
may be used to manage the effect of exchange rates of the Portfolio's
investments.
Investments in securities of foreign issuers also involve different and
greater risks than U.S. investments. There is generally less publicly
available information about foreign issuers, and there may be less
government regulation and supervision of foreign stock exchanges, brokers,
and listed companies. Foreign companies generally are not subject to
uniform accounting, auditing, and financial reporting standards, practices,
and requirements comparable to those that apply to U.S. companies. FMR,
however, does not consider Canadian securities to have the same level of
risk as other nation's securities. Canadian and U.S. companies are
generally subject to similar auditing and accounting procedures and similar
government supervision and regulation. Canadian markets are more liquid
than many other foreign markets and share similar characteristics with U.S.
markets. The political system is more stable than in some other foreign
countries, and the Canadian dollar is generally less volatile relative to
the U.S. dollar. It is important to be aware, however, that the risks
affecting Mexico are currently more substantial than those affecting
Canada. Actions by the Mexican government concerning the economy could have
a significant impact on the private sector and on market conditions,
prices, and returns on Mexican securities.
It should be noted that many of the risks associated with developed foreign
capital markets may be intensified in the case of investments in emerging,
less developed capital markets including: less economic, political, and
social stability; greater risk of expropriation and nationalization;
smaller securities markets with more volatility and less liquidity; more
restrictive nationalistic investment policies; less developed regulatory
systems government investment, property and financial disclosure and
greater difficulty in assigning market valuations.
The value of the Portfolio's investments, and the value of dividends and
interest earned by the Portfolio may be significantly affected by changes
in currency exchange rates. Some foreign currency values may be volatile,
and there is the possibility of governmental controls on currency exchange
or governmental intervention in currency markets, which could adversely
affect the Portfolio. Although FMR may attempt to manage currency exchange
rate risks, there is no assurance that FMR will do so at an appropriate
time or that FMR will be able to predict exchange rates accurately. For
example, if FMR increases the Portfolio's exposure to a foreign currency,
and that currency's value subsequently falls, FMR's currency management may
result in increased losses to the Portfolio. Similarly, if FMR hedges the
Portfolio's exposure to a foreign currency, and that currency's value
rises, the Portfolio will lose the opportunity to participate in the
currency's appreciation.
CURRENCY MANAGEMENT. While yield is an important component of investment
return, securities denominated in foreign currency can be even more
strongly affected by changes in foreign currency values relative to the U.S
dollar. By actively managing the Portfolio's exposure to various
currencies, FMR seeks to take advantage of the different yield, risk, and
return characteristics that different currencies can provide for U.S.
investors. FMR may seek to hedge the Portfolio's investments against
currency fluctuations in order to preserve capital. At the same time,
because hedging currency exposure completely can involve significant costs,
FMR generally will not seek to eliminate all currency risks from the
Portfolio.
To manage exposure to currency fluctuations, the Portfolio may enter into
forward currency exchange contracts (agreements to exchange one currency
for another at a future date), buy and sell options and futures contracts
relating to foreign currencies, and purchase securities indexed to foreign
currencies. The Portfolio will use currency exchange contracts in the
normal course of business to lock in an exchange rate in connection with
purchases and sales of securities denominated in foreign currencies. Other
currency management strategies allow FMR to hedge portfolio securities, to
shift investment exposure from one currency to another, or to attempt to
profit from anticipated declines in the value of a foreign currency
relative to the U.S. dollar. As one way of reducing currency risks, the
Portfolio may hedge securities denominated in one currency with instruments
based on a different, but related, currency. The Portfolio has no specific
limitation on the percentage of assets it may commit to foreign currency
exchange contracts; however, the Portfolio currently limits its
transactions in options and futures contracts as described in the Appendix
on page .
Many currency hedging strategies involve using hedging instruments related
to one foreign currency to reduce risks related to another foreign
currency. If the currencies used in this kind of strategy do not move in
tandem, the hedge may fail to protect against price fluctuations and may
result in increased losses to the Portfolio.
27.PORTFOLIO SHARES VALUATION
The Portfolio's shares are valued at NAV which is computed by adding the
value of all security holdings and other assets of the Portfolio, deducting
liabilities allocated to each class and dividing the result by the
proportional number of shares of the Portfolio outstanding in a class. NAV
normally is calculated at the close of trading, which coincides with the
close of business of the New York Stock Exchange (NYSE) (normally 4:00 p.m.
Eastern time). The Portfolio is open for business each day the NYSE is
open. Portfolio securities and other assets are valued primarily on the
basis of market quotations furnished by pricing services, or if quotations
are not available, by a method that the Board of Trustees believes
accurately reflects fair value. Foreign securities are valued based on
quotations from the primary market in which they are traded, and are
converted from the local currency into U.S. dollars using current exchange
rates.
28.PURCHASING SHARES OF THE PORTFOLIO
Institutional Class shares are offered continuously to (i) banks and trust
institutions investing for their own accounts or for accounts of their
trust customers, (ii) plan sponsors meeting the ERISA definition of
fiduciary, (iii) government entities or authorities and (iv) corporations
with at least $100 million in annual revenues. Shares may be purchased at
the NAV next determined after the Transfer Agent receives the order to
purchase.
The transfer and dividend paying agent for the Portfolio is Fidelity
Investments Institutional Operations Company (the Transfer Agent), 82
Devonshire Street, Boston, Massachusetts 02109, an affiliate of FMR. Orders
for the purchase of shares must be transmitted to the Transfer Agent before
4:00 p.m. Eastern time in order for the investor to receive that day's
share price. An investor can open an account for $100,000 or more by
completing and returning a signed account application. Minimum investments
may differ for tax-deferred retirement plans. Orders will be confirmed at
the NAV next determined following receipt of the order by the Transfer
Agent. Additional investments of $2,500 or more may be made. FOR SPECIFIC
INFORMATION ON OPENING AN ACCOUNT, PLEASE CONSULT THE PROGRAM MATERIALS.
The Portfolio and Distributors each reserves the right to suspend the
offering of shares for a period of time and to reject any order for the
purchase of shares, including certain purchases by exchange (see "Exchange
Privileges," page ). Purchase orders may be refused if, in FMR's opinion,
they are of a size that would disrupt the management of the Portfolio.
All purchases must be made in U.S. dollars and checks must be drawn on U.S.
banks. The Portfolio reserves the right to limit the number of checks
processed at one time. If a check does not clear, the Portfolio may cancel
the purchase and the investor could be held liable for any fees and/or
losses incurred. When purchasing by check, the Portfolio can hold the
proceeds of redemptions until the Transfer Agent is reasonably satisfied
that the purchase payment has been collected (which can take up to seven
days). An investor may avoid a delay in receiving redemption proceeds by
purchasing shares with a certified check. Financial institutions that meet
Distributors' creditworthiness criteria may enter confirmed purchase orders
on behalf of customers by phone, with payment to follow no later than the
close of business on the next business day. Investments begin to earn
income dividends on the business day after the Portfolio receives the
order. If payment is not received by the next business day, the order will
be cancelled and the financial institution may be liable for any losses.
TO INVEST BY WIRE: It is recommended that investors wire funds early in the
day to ensure proper credit. For wire information and instructions, please
call the institution through which you trade or Fidelity Client Services at
(800) 843-3001.
All account transactions by telephone (including purchases, exchanges,
redemptions, and transfers) may be recorded to verify the data concerning
these transactions, but Fidelity will not be responsible for the
authenticity of telephone instructions or losses, if any, resulting from
unauthorized transactions on an investor's account. Fidelity has been
informed, however, that the SEC Staff is currently examining whether such
responsibility may be disclaimed. Since recordings may not be available,
THE INVESTOR SHOULD VERIFY THE ACCURACY OF TELEPHONE TRANSACTIONS
IMMEDIATELY UPON RECEIPT OF YOUR CONFIRMATION STATEMENT. Additional
documentation may be required from corporations, associations and certain
fiduciaries.
29.DISTRIBUTION OPTIONS
An investor may choose from three different Distribution Options:
A. The SHARE OPTION reinvests income dividends and capital gain
distributions.
B. The INCOME-EARNED OPTION pays income dividends in cash and reinvests
capital gain distributions.
C. With the CASH OPTION the investor receives income dividends and capital
gain distributions in cash.
The Distribution Option may be changed at any time by notifying the
Transfer Agent in writing. If no Distribution Option is selected when an
account is opened, the Share Option automatically will be assigned. Income
dividends will be reinvested at the NAV as of the last business day of the
month. Capital gain distributions will be reinvested at the NAV as of the
record date of the payment. The mailing of cash distributions (checks) will
begin within seven days from the ex-dividend date.
30.EXCHANGE PRIVILEGES
An investor may exchange Institutional Class shares of the Portfolio for
shares of certain other Fidelity funds, including Institutional Class
shares of other Fidelity Advisor Funds, registered in the investor's state.
An exchange is the redemption of shares of one fund at the next determined
NAV and the purchase of shares of another fund at the next determined NAV.
Sales charges for Fidelity funds, if any, will apply unless the exchange is
made pursuant to a load waiver policy of the fund to be acquired. Please
consult that fund's prospectus to determine if any load waiver policies
apply. FOR INSTRUCTIONS ON ENTERING AN EXCHANGE TRANSACTION, PLEASE CONSULT
YOUR INVESTMENT PROFESSIONAL.
To protect the Portfolio's performance and shareholders, FMR discourages
frequent trading in response to short-term market fluctuations. The
Portfolio reserves the right to refuse exchange purchases by any person or
group if, in FMR's opinion, the Portfolio would be unable to invest
effectively in accordance with its investment objective and policies, or
would otherwise be affected adversely. Exchanges may be restricted or
refused if the Portfolio receives or anticipates simultaneous orders
affecting significant portions of the Portfolio's assets. In particular, a
pattern of exchanges that coincides with a "market timing" strategy may be
disruptive to the Portfolio. Although the Portfolio will attempt to give
prior notice whenever it is reasonably able to do so, it may impose these
restrictions at any time. The Portfolio may modify or terminate the
exchange privilege in the future.
Before making an exchange, please note the following:
(bullet) Read the prospectus of the portfolio to be acquired by exchange.
(bullet) Investors may only exchange between accounts that are registered
in the same name, address, and taxpayer identification number. Exchanges
will not be permitted until a completed and signed application is on file.
(bullet) There is currently a limit of four exchanges out of the Portfolio
per calendar year. The Portfolio reserves the right to temporarily or
permanently suspend the exchange privilege for any person who exceeds this
limit. Other portfolios may have different exchange restrictions. Please
check each portfolio's prospectus for details. 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 plan
materials for further information.
(bullet) TAXES. Each exchange actually represents the sale of shares from
one portfolio and the purchase of shares in another portfolio and,
depending upon the tax basis of the exchanged shares, may result in a loss
or taxable gain. The Transfer Agent will send a confirmation of each
exchange transaction.
31.REDEEMING SHARES OF THE PORTFOLIO
Investors may redeem all or a portion of their shares on any day the NYSE
is open, at the NAV next determined after the Transfer Agent receives their
redemption request. Any redemption orders received by the Transfer Agent
before 4:00 p.m. Eastern time, will receive that day's NAV.
Once an investor's shares are redeemed, the Portfolio normally will send
the proceeds on the next business day to the address of record on the
account. If making immediate payment could adversely affect the Portfolio,
the Portfolio may take up to seven days to pay redemption proceeds. The
Portfolio may withhold redemption proceeds until it is reasonably satisfied
that it has collected investments that were made by check (which may take
up to seven days). The Transfer Agent requires additional documentation to
redeem shares registered in the name of a corporation, agent or fiduciary
or a surviving joint owner. For further information on redeeming shares,
please consult your investment professional.
When the NYSE is closed (or when trading is restricted) for any reason
other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, the
Portfolio may suspend redemption or postpone payment dates.
TO REDEEM BY MAIL: An investor may redeem shares of the Portfolio by
submitting written instructions with an authorized signature that is on
file for that account. The Portfolio reserves the right to require that the
signature be guaranteed by a bank, broker, dealer, municipal securities
dealer, municipal securities broker, government securities dealer,
government securities broker, credit union (if authorized under state law),
national securities exchange, registered securities association, clearing
agency or a savings association. Written requests for redemption should be
mailed to:
Fidelity Advisor North American Government Portfolio - Institutional Class
Fidelity Investments Institutional Operations Company, ZR5
P.O. Box 1182
Boston, MA 02103
An investor may redeem shares of the Portfolio having a net asset value of
$100,000 or less by calling the Transfer Agent. Redemption proceeds will be
sent to the address of record listed on the account, and a change of
address must not have occurred within the preceding 60 days.
TO REDEEM BY TELEPHONE: An investor may redeem Portfolio shares and
instruct the Transfer Agent to have proceeds wired directly to a designated
bank account. In making redemption requests, the name(s) on the investor's
account registration and the account number must be supplied. To redeem by
telephone, call the Transfer Agent:
NATIONWIDE (TOLL FREE) (800) 343-6310
MINIMUM ACCOUNT BALANCE. An Institutional Class account must have a balance
of $40,000 in it in order to remain open. If the account balance falls
below $40,000 due to redemption, the Transfer Agent may close it and mail
the proceeds to the address shown on the Transfer Agent's records. The
Transfer Agent will give 30 days' notice that an investor's account will be
closed unless an investment is made to increase the account balance to the
$40,000 minimum. Please note that shares will be redeemed at the NAV on the
day the account is closed.
32.PORTFOLIO PERFORMANCE
The Portfolio's performance may be quoted in advertising in terms of yield
and total return. All performance information is historical and is not
intended to indicate future performance. Share price, yield and total
return fluctuate in response to market conditions and other factors, and
Portfolio shares when redeemed may be worth more or less than their
original cost.
YIELD is a way of showing the rate of income the Portfolio earns on its
investments as a percentage of its share price. To calculate yield, the
Portfolio takes the interest income it earned from its portfolio of
investments for a 30 day period (net of expenses), divides it by the
average number of shares entitled to receive dividends, and expresses the
result as an annualized percentage rate based on its share price at the end
of the 30 day period. Yields are calculated according to accounting methods
that are standardized for all stock and bond funds. The Portfolio also may
quote its distribution rate, which reflects the Portfolio's income
dividends to its shareholders, divided by the Portfolio's offering price
for each day in a given period. Yields and distribution rates will be
higher if the sales charge is not taken into account. Because yield
calculation methods differ from the methods used for other accounting
purposes, the Portfolio's yield may not equal its distribution rate, the
income paid to your account or the income reported in the Portfolio's
financial statements.
TOTAL RETURN shows the overall dollar or percentage change in value
including changes in share price and assuming all of the Portfolio's
dividends and capital gain distributions are reinvested. A CUMULATIVE TOTAL
RETURN reflects the Portfolio's performance over a stated period of time.
An AVERAGE ANNUAL TOTAL RETURN reflects the hypothetical annually
compounded return that would have produced the same cumulative total return
if the Portfolio's performance had been constant over the entire period.
Average annual total returns tend to smooth out variations in the
Portfolio's return and are not the same as actual year by year results.
Average annual returns covering periods of less than one year are
calculated by determining the Portfolio's total return for the period,
extending that return for a full year (assuming that performance remains
constant over the year), and quoting the result as annual return.
The Portfolio may quote its ADJUSTED NET ASSET VALUE which includes all
distributions paid and may be averaged over specific periods.
33.SHAREHOLDER SERVICES
The Transfer Agent will send a confirmation to the investor after every
transaction (except reinvestment of dividend) that affects the share
balance or the account registration. At least twice a year each investor
will receive the Portfolio's financial statements, with a summary of its
portfolio composition and performance. To reduce expenses, only one copy of
most shareholder reports (such as the Portfolio's Annual Report) may be
mailed to each investor address. Please write to the Transfer Agent to have
additional reports sent each time.
The Portfolio pays for these shareholder services, but not for special
services that are required by a few shareholders, such as a request for a
historical transcript of an account. An investor may be required to pay a
fee for these special services. If an investor is purchasing shares of the
Portfolio through a program of administrative services offered by an
investment professional, you should read materials pertaining to that
program in conjunction with this Prospectus. Certain features of the
Portfolio, such as the minimum initial or subsequent investment, may be
modified in these programs, and administrative charges may be imposed for
the services rendered.
34.TAX INFORMATION
INCOME DIVIDENDS. Income dividends are declared to an investor's account
daily and paid monthly. The Portfolio distributes substantially all of its
net investment income and capital gains to shareholders each year. Any net
realized capital gains normally are declared in December.
FEDERAL TAXES. Distributions from the Portfolio's income and short-term
capital gains are taxed as dividends, and long-term capital gain
distributions are taxed as long-term capital gains. The Portfolio's
distributions are taxable when they are paid, whether taken in cash or
reinvested in additional shares, except that Distributions declared in
December and paid in January are taxable as if paid on December 31. The
Portfolio will send each investor a tax statement by January 31 showing the
tax status of the distributions received in the past year, and will file a
copy with the Internal Revenue Service (IRS).
If the Portfolio has paid withholding or other taxes to foreign governments
during the year, the taxes will reduce the Portfolio's dividends but will
be included in the taxable income reported on your tax statement. You may
be able to claim an offsetting tax credit or itemized deduction for foreign
taxes paid by the Portfolio. Your tax statement will show the amount of
foreign tax for which a credit or deduction may be available.
CAPITAL GAINS. An investor may realize a capital gain or loss when shares
are redeemed (sold) or exchanged. For most types of accounts, the Portfolio
will report the proceeds of redemptions to the investor and the IRS
annually. However, because the tax treatment also depends on an investor's
purchase price and personal tax position, regular account statements should
be kept to use in determining applicable tax.
"BUYING A DIVIDEND." On the record date for a capital gain distribution,
the Portfolio's share price is reduced by the amount of the distribution.
If shares are bought just before the record date ("buying a dividend"), the
investor will pay the full offering price for the shares, and then receive
a portion of the price back as a taxable distribution.
OTHER TAX INFORMATION. In addition to federal taxes, an investor may be
subject to state or local taxes on an investment in the Portfolio,
depending on the laws in your area.
When an account application is signed, the investor will be asked to
certify that the social security or taxpayer identification number is
correct and that the investor is not subject to 31% backup withholding for
failing to report income to the IRS. If an investor violates IRS
regulations, the IRS can require the Portfolio to withhold 31% of taxable
distributions and redemptions.
35.FEES AND EXPENSES
MANAGEMENT AND OTHER SERVICES. The Portfolio, pursuant to its Management
Contract, pays FMR a monthly fee for managing its investments and business
affairs at an annual rate made up of the sum of two components:
1. A group fee rate based on the average monthly net assets of all the
mutual funds advised by FMR. On an annual basis, this rate cannot rise
above .37% and it drops (to as low as a marginal rate of .14%), as total
assets in all these funds rise.
2. An individual fund fee rate of .45%.
One-twelfth of the annual management fee rate is applied to the Portfolio's
net assets averaged over the most recent month, giving a dollar amount
which is the management fee for that month.
FMR may, from time to time, agree to reimburse the Portfolio for expenses
above a specified percentage of average net assets. FMR retains the ability
to be repaid by the Portfolio for these expense reimbursements in the
amount that expenses fall below the limit prior to the end of the fiscal
year. Fee reimbursement by FMR will increase the Portfolio's yield and
total return, and reimbursement by the Portfolio will lower its yield and
total return.
The Portfolio pays the Transfer Agent fees based on the type, size and
number of accounts in the Portfolio and the number of monetary transactions
made by shareholders. Fidelity Service Co. (Service), 82 Devonshire Street,
Boston, MA 02109, an affiliate of FMR, calculates each class' daily share
price and dividends, maintains its general accounting records and
administers the Portfolio's securities lending program. The fees for
pricing and bookkeeping services are based on the Portfolio's average net
assets, but must fall within a range of $45,000 to $750,000 per year. The
fees for securities lending services are based on the number and duration
of individual securities loans. During the period January 29, 1994
through December 31, 1994 , investment professionals will be
compensated at the rate of .25% for purchases of $1 million or more.
The Portfolio's operating expenses include custodial, legal and accounting
fees, charges to register the Portfolio with federal and state regulatory
authorities and other miscellaneous expenses.
DISTRIBUTION AND SERVICE PLAN. The Trustees of the Fund have adopted a
Distribution and Service Plan (the Plan) on behalf of Institutional Class
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the Rule).
The Rule provides in substance that a mutual fund may not engage directly
or indirectly in financing any activity that is intended primarily to
result in the sale of shares of the Portfolio except pursuant to a plan
adopted by the Portfolio under the Rule. The Board of Trustees has adopted
the Plan to allow Institutional Class and FMR to incur certain expenses
that might be considered to constitute direct or indirect payment by
Institutional Class of distribution expenses. No separate payments by
Institutional Class are authorized under the Plan. Rather, the Plan
recognizes that FMR may use its management fee and other resources to pay
expenses associated with activities primarily intended to result in the
sale of Institutional Class' shares. It also provides that FMR may make
payments from these sources to securities dealers and banks having
agreements with Distributors (investment professionals) that provide
shareholder support services or engage in the sale of Institutional Class'
shares. The Board of Trustees has not authorized such payments.
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 fully defined, in Distributors' opinion it
should not prohibit banks from being paid for shareholder servicing and
record keeping. If, because of changes in law or regulation, or because of
new interpretations of existing law, a bank or the Portfolio were prevented
from continuing these arrangements, it is expected that the Board would
make other arrangements for these services and that shareholders would not
suffer adverse financial consequences. In addition, state securities laws
on this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.
36.PORTFOLIO TRANSACTIONS
The Portfolio's securities generally are traded in the over-the-counter
market through broker-dealers. FMR chooses broker-dealers by judging
professional ability and quality of service. A broker-dealer is a
securities firm or bank which makes a market for securities by offering to
buy at one price and sell at a slightly higher price. The difference
between the prices is known as a spread. Foreign currency and forward
currency exchange contracts are traded in a similar fashion in a dealer
market, maintained primarily by large commercial banks. Since FMR trades a
large number of securities, including those of Fidelity's other funds,
broker-dealers are willing to work with the funds on a more favorable
spread than would be possible for most individual investors. Also, the
Portfolio generally pays lower commissions when placing trades with
broker-dealers. The Portfolio will pay commissions in connection with
transactions in futures contracts and options. Spreads or commissions for
transactions executed in foreign markets are often higher than in the U.S.
The Portfolio has authorized FMR to allocate transactions to some
broker-dealers who help distribute the Portfolio's shares or the shares of
Fidelity's other funds, and on an agency basis to, Fidelity Brokerage
Services, Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL),
affiliates of FMR. FMR will make such allocations if commissions are
comparable to those charged by non-affiliated qualified broker-dealers for
similar services.
Higher commissions may be paid to firms that provide research services to
the extent permitted by law. FMR also is authorized to allocate brokerage
transactions to FBSI in order to secure from FBSI research services
produced by third party, independent entities. FMR may use this research
information in managing the Portfolio's assets, as well as the assets of
other clients.
The Portfolio may engage in short-term trading when consistent with its
objective. Also, a security may be sold and another of comparable quality
simultaneously purchased to take advantage of what FMR believes to be a
temporary disparity in the normal yield relationship of the two securities.
The frequency of portfolio transactions - the Portfolio's turnover rate -
will vary from year to year depending on market conditions. The Portfolio's
annualized turnover rate in its first fiscal period ending November 31,
1993 is not expected to exceed 100%.
37.INVESTMENT POLICIES AND LIMITATIONS
The Portfolio will seek to obtain its investment objective by focusing its
investments in securities of issuers in the United States, Canada and
Mexico. Under normal conditions, the Portfolio intends to invest at least
65% of its total assets in obligations of the governments of the United
States, Canada and Mexico, their subdivisions, agencies, instrumentalities
or authorities, thereof. FMR will allocate the Portfolio's investment among
different countries and currencies based on its consideration of such
factors as the prospects for relative economic growth, expected levels of
inflation, government policies influencing business conditions, and the
outlook for currency relationships.
Although the Portfolio is not limited on the amount it can invest in a
foreign country, the Portfolio expects to maintain at least 25% of its
total assets in U.S. government securities. The Portfolio may invest up to
35% in securities of other issuers in North and South Americas, or in
securities denominated in the currencies of North and South American
countries. The Portfolio may invest in corporations, banks, and other
business organizations and supernatural organizations such as the World
Bank which are chartered to promote economic development and are supported
by various governments and government entities.
The Portfolio will also invest in high and upper medium grade fixed-income
obligations. FMR's standards for determining high and upper medium grades
for all of its investments are essentially the same as those described by
Standard & Poor's (S&P) and Moody's Investor Service (Moody's) as
characteristic of their ratings of A and above. Such instruments have
strong protection of principal and interest payments. In addition to
reliance on ratings, FMR also performs its own credit analysis. The
Portfolio may invest in unrated instruments, and may at times purchase
instruments rated below A if FMR judges them to be of comparable quality to
those rated A or better. Currently, the Portfolio does not intend to invest
in debt obligations rated below A.
The Portfolio may invest in mortgage-backed and asset-backed securities,
collateralized mortgage obligations, loans and other direct debt
instruments. The Portfolio may engage in loan transactions with respect to
portfolio securities and may engage in repurchase agreements. The Portfolio
may also engage in reverse repurchase agreements for temporary or emergency
purposes and not for investment purposes. The Portfolio also may purchase
restricted securities and may invest in indexed securities. The Portfolio
may buy and sell futures and options contracts. See the Appendix on page
for more information.
The Portfolio will maintain a dollar-weighted average maturity of 3 years
or less. Based on FMR's assessment of interest rate trends, generally, the
average maturity will be shortened when interest rates are expected to rise
and lengthened, up to 3 years when interest rates are expected to decline.
It should be noted that although investing in longer term bonds may provide
an opportunity for higher return, generally, the longer the term to
maturity of a bond, the greater the potential for price volatility and
default due to, among other things, market conditions and fundamental
changes in the issuer.
For the purpose of determining the weighted average maturity of the
Portfolio, the maturities of mortgage-backed securities and/or
collateralized mortgage obligations are determined on a "weighted average
life" basis. The weighted average life of such securities is likely to be
substantially shorter than their stated final maturity as a result of
scheduled payments and unscheduled prepayments of principal. The weighted
average life is the average time in which principal is repaid; for a
mortgage security, this average time is calculated by assuming a constant
prepayment rate for the life of the mortgage. The maturities of most of the
other securities held by the Portfolio will be determined on a "stated
final maturity" basis. One exception would be extendible notes.
GENERAL INFORMATION ABOUT CANADA. Canada occupies the northern part of
North America and is the second largest country in the world extending from
the Atlantic Ocean to the Pacific. Canada consists of ten provinces and two
federal territories. The Canadian Constitution Acts have assigned certain
jurisdictional authority over such matters as hospitals, education, natural
resources and other matters of a local nature to the provincial
authorities. Matters of a national or federal nature such as the regulation
of trade, banking, national defense and postal services fall under the
jurisdiction of the Parliament of Canada.
The Canadian economy is based on the free enterprise system and is strongly
influenced by the activities of companies and industries involved in the
production and processing of natural resources. The companies may include
those in the energy industry, industrial materials (chemicals, base metals,
timber and paper) and agricultural materials (grain cereals).
The Canadian dollar floats freely against all currencies and is fully
exchangeable into U.S. dollars without foreign exchange controls or other
legal restrictions. Due to proximity and similar cultural backgrounds, and
that Canada and the U.S. are each other's largest trading partners, the
Canadian and U.S. economies are to a certain extent related. In addition,
negotiations commenced in June 1991 to sign the North American Free Trade
Agreement, see "Other Considerations," on page . The United States and
Canada are currently working under conditions of a free trade agreement
which was ratified and operational in 1989.
CANADIAN GOVERNMENT SECURITIES. The Portfolio's potential investment
options include those securities issued or guaranteed by the Canadian
government, any of its provincial governments, or any subdivisions,
agencies, or instrumentalities thereof. These securities may be denominated
or payable in U.S. or Canadian dollars.
Among these securities are bonds and Treasury bills issued by the
government of Canada. The Bank of Canada, in cooperation with the Canadian
federal government, is responsible for the distribution of the Treasury
bills and bonds. Canadian Treasury bills are issued with a maturity of one
year or less while the Canadian bond issues consist of several different
issues with maturities ranging from one to twenty-five years representing
different segments of the yield curve. Also, Canadian provinces have
outstanding bond issues and several provinces also guarantee bond issues of
provincial authorities, agencies and instrumentalities thereof. Spreads in
the market are determined by various factors, including the relative supply
and the issues' rating. Most of the Canadian provinces also issue Treasury
bills. Canadian municipalities and municipal financial authorities also
raise funds through the bond market in order to finance capital
expenditures. However, unlike U.S. municipal bonds, there are no special
tax considerations. Also, the Canadian municipal bond market may not be as
liquid as its provincial bond market.
GENERAL INFORMATION ABOUT THE UNITED MEXICAN STATES. The United Mexican
States (Mexico) is comprised of 31 states and a Federal District (Mexico
City). Mexico, which occupies the southern part of North America and is
located on the Southwestern border of the United States extending from the
Gulf of Mexico to the Pacific Ocean, is the thirteenth largest country in
the world. Mexico's government consists of a President, who is elected for
one, six-year term, a Congress, which consists of 564 members, and a
Supreme Court with 21 members. The federal government has responsibility
for the main government functions (other than those of a local or regional
nature), and also has authority over the petroleum industry and the
electrical power sector of the economy.
Since the early 1980's, the Mexican economy has been in a state of
transition. Mexico has initiated several policies which seek to modernize
and liberalize the Mexican economy. For example, Mexico has worked toward
privatizing certain state owned enterprises, modernizing securities
markets, and increasing investment in the private sector. Oil and natural
gas production and exploration are among the main industries of the Mexican
economy.
The Mexican Peso floats against the U.S. dollar and other currencies.
Currently, Mexico is the second largest debtor nation (among developing
countries) to commercial banks and foreign governments. In 1990, however,
Mexico became the first Latin American country to reach an agreement under
the U.S. Treasury's approach to debt reduction (the Brady Plan), which
resulted in a substantial reduction in Mexico's foreign debt and debt
service obligations. In addition, negotiations commenced in June 1991 to
sign the North American Free Trade Agreement see ("Other Considerations" on
page ).
MEXICAN GOVERNMENT SECURITIES. Obligations of the Mexican government
include those securities which are issued or guaranteed by the government
of Mexico, its agencies or instrumentalities thereof. These securities may
be denominated or payable in U.S. dollars or Mexican pesos.
Securities of the Mexican government that the Portfolio may consider as
investment options include: 1) cetes - discounted book-entry debt
securities sold with a maturity of one year or less; 2) bondes - long term
development bonds issued by the government with a minimum maturity of 364
days; and 3) adjustabonos - adjustable bonds with the face amount adjusted
quarterly according to that quarter's inflation rate with a minimum three
year maturity.
U.S. GOVERNMENT SECURITIES. U.S. government securities are securities
issued or guaranteed by the U.S. government or its agencies or
instrumentalities. They may be backed by the credit of the government as a
whole or only by the issuing agency. For example, securities issued by the
Federal Home Loan Banks and the Federal Home Loan Mortgage Corporation are
supported only by the credit of the agency that issued them, and not by the
U.S. government. Securities issued by the Federal Farm Credit System, the
Federal Land Banks and the Federal National Mortgage Association are
supported by the agency's right to borrow money from the U.S. Treasury
under certain circumstances.
U.S. Treasury securities and some agency securities, such as those issued
by the Federal Housing Administration and the Government National Mortgage
Association, are backed by the full faith and credit of the U.S. government
and are the highest quality government securities.
INVESTMENT LIMITATIONS. The Portfolio has adopted the following investment
limitations designed to reduce investment risk.
1. The Portfolio may not purchase a security (except that up to 25% of the
Portfolio's total assets may be invested without regard to these
limitations) if, as a result, (a) more than 5% of its total assets would be
invested in the securities of any issuer; or (b) it would hold more than
10% of the voting securities of any issuer.
2. The Portfolio (a) may borrow money for temporary or emergency purposes,
in an amount not exceeding 33 1/3% of the value of its total assets; (b)
may borrow money from a bank or from a mutual fund advised by FMR or an
affiliate; (c) may engage in reverse repurchase agreements; and (d) may not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding.
3. The Portfolio (a) may lend securities to a broker-dealer or institution
when the loan is fully collateralized; and (b) may lend money to a mutual
fund advised by FMR or an affiliate. The Portfolio will limit loans in the
aggregate to 33 1/3% of its total assets.
Limitation 1 does not apply to U.S. government securities. The Portfolio's
investment objective, limitation 1 and the percentage limitations on
borrowings and loans in limitations 2(a) and 3(b) are fundamental and may
be changed only by vote of a majority of the Portfolio's outstanding
shares. Non-fundamental policies may be changed without shareholder
approval. In addition, these limitations and policies are considered at the
time of purchase. With the exception of the Portfolio's 33 1/3% borrowing
limitation, the sale of portfolio securities is not required in the event
of a subsequent change in circumstances.
The Portfolio may borrow money from and lend money to other mutual funds
advised by FMR or its affiliates subject to certain restrictions (see
"Appendix," page ). If the Portfolio borrows money, its share price may be
subject to greater fluctuation until the borrowing is paid off. To this
extent, purchasing securities when borrowings are outstanding may involve
an element of leverage.
38.THE FUND AND THE FIDELITY ORGANIZATION
Fidelity Advisor North American Government Portfolio is a diversified
portfolio of Fidelity Oliver Street Trust (the Fund), an open-end
management investment company established as a Massachusetts business trust
by Declaration of Trust dated June 1, 1983, amended and restated on
February 25, 1992. The Portfolio currently offers two classes of shares,
Retail Class and Institutional Class. The Fund's Board of Trustees
supervises Fund activities and reviews the Fund's contractual arrangements
with companies that provide each class of shares with services. The Fund is
not required to hold annual shareholder meetings, although special meetings
may be called for a class of shares, the Portfolio or the Fund as a whole
for purposes such as electing or removing Trustees, changing fundamental
investment policies or approving a management contract or plan of
distribution. As a shareholder, you receive one vote for each share and
fractional votes for fractional shares of the class of shares of the
Portfolio you own. Separate votes are taken by each class of shares of the
Portfolio if a matter affects just that class of shares.
Retail Class shares are offered to investors who engage an investment
professional for investment advice, with a maximum 3.25% sales charge (as a
percentage of the Retail Class shares' offering price). The initial and
subsequent investment minimums for Retail Class shares are $2,500 and $250,
respectively. The minimum account balance for Retail Class investors is
$1,000. Reduced sales charges are applicable to purchases of $100,000 or
more of Retail Class shares of the Portfolio alone or in combination with
purchases of shares of certain other Fidelity Advisor Funds. Retail Class
investors also may qualify for a reduction in sales charges under the
Rights of Accumulation or Letter of Intent programs. Sales charges are
waived for certain groups of investors. In addition, Retail Class investors
may participate in various investment programs.
Retail Class investors may elect the Directed Dividends Option for
distributions from the Portfolio. Retail Class shares of the Portfolio may
be exchanged for shares of certain other Fidelity Advisor Funds. Retail
Class also offers a Systematic Exchange Plan for automatic periodic
exchanges. Retail Class shares offer a Reinstatement Privilege and a
Systematic Withdrawal Plan. Transfer and shareholder servicing for Retail
Class shares is performed by State Street Bank and Trust Company. For the
current fiscal year, total operating expenses of Retail Class are estimated
to be __% of average net assets.
Under its Distribution and Service Plan, Retail Class is authorized to pay
Distributors a monthly distribution fee at an annual rate of up to .40% of
Retail Class' average net assets (currently at an annual rate of .25%). All
or a portion of the distribution fee is paid to investment professionals
that provide shareholder support services or sell Retail Class shares.
Fidelity Investments is one of the largest investment management
organizations in the U.S. and has its principal business address at 82
Devonshire Street, Boston, MA 02109. It includes a number of different
companies that provide a variety of financial services and products. The
Fund employs various Fidelity companies to perform certain activities
required to operate the Portfolio.
Fidelity Management & Research Company is the original Fidelity company
founded in 1946. It provides a number of mutual funds and other clients
with investment research and portfolio management services. It maintains a
large staff of experienced investment personnel and a full complement of
related support facilities. As of December 31 , 1993, FMR advised
funds having more than 15 million shareholder accounts with a total
value of more than $ 225 billion. Distributors distributes shares for
the Fidelity funds.
FMR Corp. is the parent company for the Fidelity companies. Through
ownership of voting common stock, Edward C. Johnson 3d, President and a
Trustee of the Fund, and various trusts for the benefit of Johnson family
members, form a controlling group with respect to FMR Corp.
39.APPENDIX
The following paragraphs provide a brief description of securities in which
the Portfolio may invest and transactions it may make. The Portfolio is not
limited by this discussion, however, and may purchase other types of
securities and enter into other types of transactions if they are
consistent with the Portfolio's investment objective and policies.
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 on 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 of the creditworthiness of the servicing agent for the loan pool,
the originator of the loans, or the financial institution providing the
credit enhancement.
DELAYED DELIVERY TRANSACTIONS. The Portfolio may buy and sell securities on
a when-issued or delayed delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this
way may change before the delivery date, which could increase fluctuations
in the Portfolio's yield. Ordinarily, a Portfolio will not earn interest on
securities purchased until they are delivered.
EXTENDIBLE DEBT SECURITIES can be retired at the option of the Portfolio at
various dates prior to maturity. In calculating average portfolio maturity,
the Portfolio may treat extendible debt securities as maturing on the next
optional retirement date.
ILLIQUID INVESTMENTS. The Portfolio may invest up to 15% of its assets in
illiquid investments. Under the supervision of the Board of Trustees, FMR
determines the liquidity of the Portfolio's investments. The absence of a
trading market can make it difficult to ascertain a market value for
illiquid investments. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Portfolio to sell them promptly at an acceptable price.
INDEXED SECURITIES. The Portfolio may invest in indexed securities whose
value is linked to currencies, interest rates, commodities, indices, or
other financial indicators. Most indexed securities are short to
intermediate term fixed-income securities whose values at maturity or
interest rates rise or fall according to the change in one or more
specified underlying instruments. Indexed securities may be positively or
negatively indexed (i.e. their value may increase or decrease if the
underlying instrument appreciates), and may have return characteristics
similar to direct investments in the underlying instrument or to one or
more options on the underlying instrument. Indexed securities may be more
volatile than the underlying instrument itself.
INTERFUND BORROWING PROGRAM. The Portfolio has received permission from the
SEC to lend money to and borrow money from other funds advised by FMR or
its affiliates. Interfund loans and borrowings normally will extend
overnight, but can have a maximum duration of seven days. The Portfolio
will lend through the program only when the returns are higher than those
available at the same time from other short-term investments (such as
repurchase agreements), and will borrow through the program only when the
costs are equal to or lower than the cost of bank loans. The Portfolio will
not lend more than 7.5% of its assets to other funds, and will not borrow
through the program if, after doing so, total outstanding borrowings would
exceed 15% of total assets. Loans may be called on one day's notice, and
the Portfolio 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.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owed by a
corporate, governmental or other borrower to another party. They may
represent amounts owed to lenders or lending syndicates (loans and loan
participation's), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve the risk
of loss in case of default or insolvency of the borrower. Direct debt
instruments may offer less legal protection to the Portfolio in the event
of fraud or misrepresentation. In addition, loan participations involve a
risk of insolvency of the lending bank or other financial intermediary.
Direct debt instruments also may include standby financing commitments that
obligate the Portfolio to supply additional cash to the borrower on demand.
MORTGAGE-BACKED SECURITIES. The Portfolio may purchase mortgage-backed
securities issued by government. A mortgage-backed security may be 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
also include other debt obligations secured by mortgages on commercial real
estate or residential properties. Other types of mortgage-backed securities
will likely be developed in the future, and the Portfolio may invest in
them if FMR determines they are consistent with the Portfolio'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. 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.
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.
OPTIONS AND FUTURES CONTRACTS. The Portfolio may buy and sell options and
futures contracts to manage its exposure to changing interest rates,
security prices, and currency exchange rates. Some options and futures
strategies, including selling futures, buying puts and writing calls, tend
to hedge the Portfolio's investments against price fluctuations. Other
strategies, including buying futures, writing puts and buying calls, tend
to increase market exposure. Options and futures may be combined with each
other or with forward contracts in order to adjust the risk and return
characteristics of the overall strategy. The Portfolio may invest in
options and futures based on any type of security, index, or currency,
including options and futures traded on foreign exchanges and options not
traded on exchanges.
Options and futures can be volatile investments, and involve certain risks.
If FMR applies a hedge at an inappropriate time or judges market conditions
incorrectly, options and futures strategies may lower the Portfolio's
return. The Portfolio could also experience losses if the prices of its
options and futures positions were poorly correlated with its other
investments, or if it could not close out its positions because of an
illiquid secondary market.
The Portfolio will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions. In
addition, the Portfolio will not buy futures or write puts whose underlying
value exceeds 25% of its total assets, and will not buy calls with a value
exceeding 5% of its total assets. The Portfolio's policies regarding
futures contracts and options are not fundamental and may be changed at any
time without shareholder approval.
REPURCHASE AGREEMENTS AND SECURITIES LOANS. In a repurchase agreement, the
Portfolio purchases a security at one price and simultaneously agrees to
sell it back at a higher price. The Portfolio may also make securities
loans to broker-dealers and institutional investors, including Fidelity
Brokerage Services, Inc. In the event of the bankruptcy of the other party
to either a repurchase agreement or a securities loan, the Portfolio could
experience delays in recovering its cash or the securities it lent. To the
extent that, in the meantime, the value of the securities purchased had
decreased or the value of the securities lent had increased, the Portfolio
could experience a loss. The Portfolio may engage in repurchase agreements
in foreign markets or relating to foreign securities, which may involve
greater risks than U.S. repurchase agreements. In all cases, FMR must find
the creditworthiness of the other party to the transaction satisfactory.
RESTRICTED SECURITIES. The Portfolio may purchase securities which cannot
be sold to the public without registration under the Securities Act of 1933
(restricted securities). Unless registered for sale, these securities can
only be sold in privately negotiated transactions or pursuant to an
exemption from registration.
SOVEREIGN DEBT OBLIGATIONS. The Portfolio may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including debt of Latin America 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. Government 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.
SWAP AGREEMENTS. As one way of managing its exposure to different types of
investments, the Portfolio may enter into interest rate swaps, currency
swaps, and other types of swap agreements such as caps, collars, and
floors. In a typical interest rate swap, one party agrees to make regular
payments equal to a floating interest rate times a "notional principal
amount," in return for payments equal to a fixed rate times the same
amount, for a specified period of time. If a swap agreement provides for
payments in different currencies, the parties might agree to exchange the
notional principal amount as well. Swaps may also depend on other prices or
rates, such as the value of an index or mortgage prepayment rates.
Swap agreements are sophisticated hedging instruments that typically
involve a small investment of cash relative to the magnitude of risks
assumed. As a result, swaps can be highly volatile and may have a
considerable impact on the Portfolio's performance. Swap agreements are
subject to risks related to the counterparty's ability to perform, and may
decline in value if the counterparty's creditworthiness deteriorates. The
Portfolio may also suffer losses if it is unable to terminate outstanding
swap agreements or reduce its exposure through offsetting transactions.
VARIABLE AND FLOATING RATE INSTRUMENTS (including notes purchased directly
from issuers) bear variable or floating interest rates and may carry rights
that permit holders to demand full payment from the issuers or certain
financial intermediaries. Floating rate securities have interest rates that
change whenever there is a change in a designated market based interest
rate, while variable rate instruments provide for a specified periodic
adjustment in the interest rate. These formulas are designed to result in a
market value for the instrument that approximates its par value.
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 daily dividend, the Portfolio 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 Portfolio has been advised
that the Staff of the Division of Investment Management of the SEC does not
consider these instruments U.S. government securities as defined by the
1940 Act. Therefore, the Portfolio will not treat these obligations as U.S.
government securities for purposes of the 65% portfolio composition test
mentioned on page .
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.

FIDELITY ADVISOR NORTH AMERICAN GOVERNMENT PORTFOLIO
A PORTFOLIO OF
FIDELITY OLIVER STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 29, 1994
This Statement of Additional Information is not a prospectus but should be
read in conjunction with the current Prospectuses (dated January 29, 1994)
for the Portfolio's two classes of shares: Institutional Class and Retail
Class. Please retain this document for future reference. Additional copies
of either Prospectus or this Statement of Additional Information are
available upon request from Fidelity Distributors Corporation
(Distributors), 82 Devonshire Street, Boston, MA 02109. If you are
investing through an investment professional, contact that investment
professional directly.
TABLE OF CONTENTS
Page
Investment Policies and Limitations
Portfolio Transactions
Valuation of Portfolio Securities
Performance
Additional Purchase, Exchange and Redemption Information
Taxes
FMR
Trustees and Officers
Management Contract
Contracts with Companies Affiliated with FMR
Distribution and Service Plans
Description of the Trust
Financial Statements
Appendix
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR or the Manager)
DISTRIBUTOR
Fidelity Distributors Corporation (Distributors)
TRANSFER AGENT FOR INSTITUTIONAL CLASS
Fidelity Investments Institutional Operations Company (FIIOC)
TRANSFER AGENT FOR RETAIL CLASS
State Street Bank and Trust Company (State Street)
CUSTODIAN
[ ]

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 the Portfolio'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 Portfolio'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 the Portfolio's investment
policies and limitations.
The Portfolio's fundamental 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) of the Portfolio. However,
except for the fundamental limitations set forth below, the investment
policies and limitations described in the Statement of Additional
Information are not fundamental and may be changed without shareholder
approval. THE FOLLOWING ARE THE PORTFOLIO'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE PORTFOLIO MAY NOT:
(1) with respect to 75% of the Portfolio'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 Portfolio's total assets would be invested
in the securities of that issuer, or (b) the Portfolio 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 Portfolio 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
Portfolio 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 Portfolio'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
Portfolio 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 Portfolio from purchasing or selling options and futures contracts or
from investing in securities or other instruments backed by physical
commodities); and
(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 Portfolio 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 Portfolio does not currently intend to purchase securities on
margin, except that the Portfolio 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 Portfolio 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
Portfolio will not purchase any security while borrowings representing more
than 5% of its total assets are outstanding. The Portfolio 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
Portfolio's total assets.
(iv) The Portfolio 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 Portfolio does not currently intend to lend assets other than
securities to other parties, except by: (i) lending money (up to 7.5% of
the Portfolio'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 Portfolio does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation or merger.
For purposes of the Portfolio's industry concentration policy , the SEC
Staff considers a foreign government as one industry. The Portfolio
intends to treat the securities issued by the treasury of a foreign
government and securities issued by other entities under the auspicies of
that government as separate industries for concentration purposes.
For the Portfolio's limitations on futures contracts and options
transactions, see the section entitled "Limitations on Futures and Options
Transactions" beginning on page _.
AFFILIATED BANK TRANSACTIONS. Pursuant to exemptive orders issued by the
Securities and Exchange Commission (SEC), the Portfolio may engage in
transactions with banks that are, or may be considered to be, "affiliated
persons" of the Portfolio under the Investment Company Act of 1940 (the
1940 Act). Such transactions may be entered into only pursuant to
procedures established and periodically reviewed by the Board of Trustees.
These transactions may include repurchase agreements with custodian banks;
purchases, as principal, of short-term obligations of, and repurchase
agreements with, the 50 largest banks (measured by deposits); transactions
in municipal securities and transactions in U.S. government securities with
affiliated banks that are primary dealers in these securities.
DELAYED DELIVERY TRANSACTIONS. The Portfolio may buy and sell securities
on a delayed delivery or when-issued basis. These transactions involve a
commitment by the Portfolio to purchase or sell specific securities at a
predetermined price and/or yield, with payment and delivery taking place
after the customary settlement period for that type of security (and more
than seven days in the future). Typically, no interest accrues to the
purchaser until the security is delivered. The Portfolio may receive fees
for entering into delayed delivery transactions.
When purchasing a security on a delayed delivery basis, the Portfolio
assumes the rights and risks of ownership, including the risk of price and
yield fluctuations. Because the Portfolio is not required to pay for
securities until the delivery date, these risks are in addition to the
risks associated with the Portfolio's other investments. If the Portfolio
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, the
Portfolio will set aside appropriate liquid assets in a segregated
custodial account to cover its purchase obligations. When the Portfolio
has sold a security on a delayed delivery basis, the Portfolio 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, the Portfolio could miss a favorable price or yield
opportunity or could suffer a loss.
The Portfolio 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.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS. The Portfolio may conduct foreign
currency exchange transactions on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign currency exchange market, or by entering
into forward contracts to purchase or sell foreign currencies at a future
date and price (i.e., a forward foreign currency contract or forward
contract). The Portfolio will convert currency on a spot basis from time
to time, and investors should be aware of the costs of currency conversion.
Although foreign exchange dealers generally do not charge a fee for
conversion, 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 to the Portfolio at one rate,
while offering a lesser rate of exchange should the Portfolio desire to
resell that currency to the dealer. Forward contracts are generally traded
in an interbank market conducted directly between currency traders (usually
large commercial banks) and their customers.
The Portfolio may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes some,
but not all, of the possible currency management strategies involving
forward contracts that could be used by the Portfolio. The Portfolio may
also use options and futures contracts relating to foreign currencies for
the same purposes.
When the Portfolio agrees to buy or sell a security denominated in a
foreign currency, it may desire to "lock in" the U.S. dollar price of the
security. By entering into a forward contract for the purchase or sale,
for a fixed amount of U.S. dollars, of the amount of foreign currency
involved in the underlying security transaction, the Portfolio will be able
to protect itself against an adverse change in foreign currency values
between the date the security is purchased or sold and the date on which
payment is made or received. This technique is sometimes referred to as a
"settlement hedge" or "transaction hedge." The Portfolio may also enter
into forward contracts to purchase or sell a foreign currency in
anticipation of future purchases or sales of securities denominated in that
currency, even if the specific investments have not yet been selected by
FMR.
The Portfolio may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency. For
example, if the Portfolio owned securities denominated in Mexican Pesos,
the Portfolio could enter into a forward contract to sell Pesos in return
for U.S. dollars to hedge against possible declines in the Peso's value.
Such a hedge (sometimes referred to as a "position hedge") will tend to
offset both positive and negative currency fluctuations, but will not
offset changes in security values caused by other factors. The Portfolio
could also hedge the position by selling another currency expected to
perform similarly to the Peso, for example, by entering into a forward
contract to sell Canadian dollars in exchange for U.S. dollars. This type
of strategy, sometimes known as a "proxy hedge," may offer advantages in
terms of cost, yield or efficiency, but generally will not hedge currency
exposure as effectively as a simple hedge into U.S. dollars. Proxy hedges
may result in losses to the portfolio if the currency used to hedge does
not perform similarly to the currency in which the hedged securities are
denominated.
The Portfolio may enter into forward contracts to shift its investment
exposure from one currency into another currency that is expected to
perform better relative to the U.S. dollar. For example, if the Portfolio
held investments denominated in Mexican Pesos, the Portfolio could enter
into forward contracts to sell Mexican Pesos and purchase Canadian dollars.
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 the Portfolio 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 the
Portfolio to assume the risk of fluctuations in the value of the currency
purchased by the Portfolio.
At the maturity of a forward contract, the Portfolio may complete the
currency exchange contemplated by the contract, or may terminate its
contractual obligation by purchasing an "offsetting contract" with the same
currency trader obligating it to purchase or sell, on the same maturity
date, the same amount of the foreign currency, before engaging in any
purchases or sales of futures contracts or options on futures contracts.
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, the Portfolio
will segregate assets to cover currency forward contracts, if any, whose
purpose is essentially speculative. The Portfolio will not segregate
assets to cover forward contracts entered into for hedging purposes,
including settlement hedges, position hedges, and proxy hedges.
Successful use of forward currency contracts will depend on FMR's skill in
analyzing and predicting currency values. Forward contracts may
substantially change the Portfolio's investment exposure to changes in
currency exchange rates, and could result in losses to the Portfolio if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged the Portfolio by selling that
currency exposure through proxy hedges, the Portfolio could realize
currency losses from the hedge and the security position at the same time
if the two currencies do not move in tandem. Similarly, if FMR increases
the Portfolio's exposure to a foreign currency, and that currency's value
declines, the Portfolio will realize a loss. There is no assurance that
FMR's use of forward currency contracts will be advantageous to the
Portfolio.
FOREIGN SECURITIES. Investing in securities issued by companies or other
issuers whose principal activities are outside the United States may
involve significant risks not present 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. In addition, there is generally less publicly
available information about foreign companies, particularly those not
subject to the disclosure and reporting requirements of the U.S. securities
laws. 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. Investments in foreign
securities also involve the risk of possible adverse changes in investment
or exchange control regulations, expropriation or confiscatory taxation,
limitation on the removal of funds or other assets of the Portfolio,
political or financial instability or diplomatic and other developments
which could affect such investments. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign 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. In addition, foreign brokerage
commissions and other fees are generally higher than for securities traded
in the United States and may be non-negotiable. In general, there is less
overall government supervision and regulation of securities exchanges,
brokers, and listed companies than in the United States.
The Portfolio may invest in foreign securities that impose restrictions on
transfer within the United States or to United States 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.
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 the Portfolio's investments and, through reports from FMR,
the Board monitors investments in illiquid instruments. In determining the
liquidity of the Portfolio'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 Portfolio's rights
and obligations relating to the investment). Investments currently
considered by the Portfolio to be illiquid include repurchase agreements
not entitling the holder to payment of principal and interest within seven
days, loans and other direct debt instruments, non-government stripped
fixed-rate mortgage-backed securities, over-the-counter options, restricted
securities, government-stripped fixed-rate mortgage-backed securities, and
swap agreements determined by FMR to be illiquid. However, with respect to
over-the-counter options the Portfolio 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
Portfolio 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, the Portfolio were in a position where more than 15% of its
net assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
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 participation's), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to the Portfolio'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 the Portfolio does not receive scheduled
interest or principal payments on such indebtedness, the Portfolio's share
price and yield could be adversely affected. Loans that are fully secured
offer the Portfolio 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 can 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 will involve 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 the
Portfolio. For example, if a loan is foreclosed, the Portfolio 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 Portfolio could be held liable as a co-lender. Direct debt
instruments also may 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 the Portfolio in the event of
fraud or misrepresentation. In the absence of definitive regulatory
guidance, the Portfolio relies on FMR's research in an attempt to avoid
situations where fraud or misrepresentation could adversely affect the
Portfolio.
A loan is often administered by a bank or other financial institution which
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, the Portfolio 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 the Portfolio were determined to be subject to the claims of the agent's
general creditors, the Portfolio 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 the Portfolio may include letters of
credit, revolving credit facilities, or other standby financing commitments
obligating the Portfolio to pay additional cash on demand. These
commitments may have the effect of requiring the Portfolio to increase its
investment in a borrower at a time when it would not otherwise have done
so, even if the company's condition makes it unlikely that the amount will
ever be repaid. The Portfolio will set aside appropriate liquid assets in
a segregated custodial account to cover its potential obligations under
standby financing commitments.
The Portfolio limits the amount of total assets that it will invest in any
one issuer or in issuers within the same industry (see limitations 1 and 5.
For purposes of these limitations, the Portfolio generally will treat the
borrower as the "issuer" of indebtedness held by the Portfolio. In the
case of loan participation's where a bank or other lending institution
serves as financial intermediary between the Portfolio and the borrower, if
the participation does not shift to the Portfolio the direct
debtor-creditor relationship with the borrower, SEC interpretations require
the Portfolio, in appropriate circumstances, to treat both the lending bank
or other lending institution and the borrower as "issuers" for the purposes
of determining whether the Portfolio has invested more than 5% of its total
assets in a single issuer. Treating a financial intermediary as an issuer
of indebtedness may restrict the Portfolio'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.
REPURCHASE AGREEMENTS. In a repurchase agreement, the Portfolio purchases
a security and simultaneously commits to resell that security to the seller
at an agreed upon price on an agreed upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate incremental amount which is unrelated to the coupon
rate or maturity of the purchased security. A repurchase agreement
involves the obligation of the seller to pay the agreed upon price, which
obligation is in effect secured by the value (at least equal to the amount
of the agreed upon resale price and marked to market daily) of the
underlying security. The Portfolio may engage in repurchase agreements
with respect to any security in which it is authorized to invest. While it
does not presently appear possible to eliminate all risks from these
transactions (particularly the possibility of a decline in the market value
of the underlying securities, as well as delay and costs to the Portfolio
in connection with bankruptcy proceedings), it is the Portfolio's current
policy to limit repurchase agreement transactions to those parties whose
creditworthiness has been reviewed and found satisfactory by FMR.
The Portfolio may invest in repurchase agreements with foreign parties, or
in repurchase agreements based on securities denominated in foreign
currencies. Legal structures in foreign countries, including bankruptcy
laws, may offer less protection to investors such as the Portfolio, and
foreign repurchase agreements generally involve greater risks than
repurchase agreements in the U.S.
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, the Portfolio 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 the Portfolio may be
permitted to sell a security under an effective registration statement.
If, during such a period, adverse market conditions were to develop, the
Portfolio 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, the
Portfolio 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, the Portfolio will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The Portfolio will enter into reverse repurchase agreements only with
parties whose creditworthiness has been found satisfactory by FMR. As a
result, such transactions may increase fluctuations in the market value of
the Portfolio's assets and may be viewed as a form of leverage.
SECURITIES LENDING. The Portfolio 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 the Portfolio 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 the
Portfolio is permitted to engage in loan transactions only under the
following conditions: (1) the Portfolio 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 level of the collateral; (3) after giving notice, the
Portfolio must be able to terminate the loan at any time; (4) the Portfolio
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 Portfolio 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 the Portfolio 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).
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease the Portfolio's exposure to long- or
short-term interest rates (in the U.S. 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. The Portfolio is not
limited to any particular form of swap agreement if FMR determines it is
consistent with the Portfolio'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 right 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 the Portfolio's investment exposure from
one type of investment to another. For example, if the Portfolio agreed to
exchange payments in dollars for payments in foreign currency, the swap
agreement would tend to decrease the Portfolio'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 the Portfolio'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 the Portfolio. If a swap
agreement calls for payments by the Portfolio, the Portfolio 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. The Portfolio
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.
The Portfolio will maintain appropriate liquid assets in a segregated
custodial account to cover its current obligations under swap agreements.
If the Portfolio 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 Portfolio's accrued obligations under the swap agreement over the
accrued amount the Portfolio is entitled to receive under the agreement.
If the Portfolio 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
Portfolio's accrued obligations under the agreement.
INDEXED SECURITIES. The Portfolio 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. 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
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
U.S. 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.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The Portfolio intends to
file 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. Pursuant to Section 4.5 of the
regulations under the Commodity Exchange Act, the notice of eligibility
will include the following representations:
(a) The Portfolio will use futures contracts and related options solely for
bona fide hedging purposes within the meaning of CFTC regulations, provided
that the Portfolio may hold long positions in futures contracts and related
options that do not fall within the definition of bona fide hedging
transactions if the positions are used as part of a portfolio management
strategy and are incidental to the Portfolio's activities in the cash
market, and the underlying commodity value of the positions at all times
will not exceed the sum of (i) cash or money market instruments set aside
in an identifiable manner, plus margin deposits, (ii) cash proceeds from
existing investments due in 30 days, and (iii) accrued profits on the
positions held by a futures commission merchant; and
(b) The Portfolio will not enter into any futures contract or option on a
futures contract if, as a result, the sum of initial margin deposits on
futures contracts and related options and premiums paid for options on
futures contracts the Portfolio has purchased, after taking into account
unrealized profits and losses on such contracts, would exceed 5% of the
Portfolio's total assets.
In addition to the above limitations, the Portfolio will not: (a) sell
futures contracts, purchase put options, or write call options if, as a
result, more than 25% of the Portfolio'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 Portfolio'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 Portfolio'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 the Portfolio's investments in futures contracts
and options, and the Portfolio's policies regarding futures contracts and
options discussed elsewhere in this Statement of Additional Information,
are not fundamental policies and may be changed as regulatory agencies
permit.
FUTURES CONTRACTS. When the Portfolio purchases a futures contract, it
agrees to purchase a specified underlying instrument at a specified future
date. When the Portfolio 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 the Portfolio 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 Bond Buyer Index of
municipal bonds. 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 the Portfolio's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When the Portfolio 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 the Portfolio's investment limitations. In the event of
the bankruptcy of an FCM that holds margin on behalf of the Portfolio, the
Portfolio 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 Portfolio.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, the Portfolio
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
Portfolio 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.
The Portfolio 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 Portfolio will lose the entire premium it paid. If
the Portfolio exercises the option, it completes the sale of the underlying
instrument at the strike price. The Portfolio 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 the Portfolio 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 Portfolio 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 the Portfolio will be required to make margin payments to
an FCM as described above for futures contracts. The Portfolio 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 the Portfolio has written,
however, the Portfolio 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 the Portfolio 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.
COMBINED POSITIONS. The Portfolio 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, the Portfolio 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 the Portfolio's current or
anticipated investments exactly. The Portfolio 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 the Portfolio's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the
Portfolio'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. The Portfolio 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 the Portfolio'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.
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 the
Portfolio 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 the Portfolio to
continue to hold a position until delivery or expiration regardless of
changes in its value. As a result, the Portfolio's access to other assets
held to cover its options or futures positions could also be impaired.
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 (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows the
Portfolio 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.
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. The
Portfolio may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies. The Portfolio 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
the Portfolio's investments. A currency hedge, for example, should protect
a Yen-denominated security from a decline in the Yen, but will not protect
the Portfolio against a price decline resulting from deterioration in the
issuer's creditworthiness. Because the value of the Portfolio'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 Portfolio's investments exactly
over time.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The Portfolio will
comply with guidelines established by the Securities and Exchange
Commission 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 the Portfolio's assets could impede portfolio
management or the Portfolio's ability to meet redemption requests or other
current obligations.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the Portfolio by FMR pursuant to authority contained in the
Management Contract. 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 will
consider 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; and the
reasonableness of any commissions. Commissions for foreign investments
traded on foreign exchanges will generally be higher than for U.S.
investments and may not be subject to negotiation.
The Portfolio may execute portfolio transactions with broker-dealers who
provide research and execution services to the Portfolio and/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; the
availability of securities or the purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and performance of
accounts; and effecting securities transactions and performing 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 based upon
the quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the Portfolio may be useful to FMR in rendering investment
management services to the Portfolio and/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 Portfolio. 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 attempt 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
the Portfolio 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 Portfolio 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 Portfolio or shares of other Fidelity
funds or Fidelity Advisor funds to the extent permitted by law. FMR may
use research services provided by and place agency transactions with FBSI
if the commissions are fair and reasonable and comparable to commissions
charged by non-affiliated qualified brokerage firms for similar services.
FMR may also place agency transactions with Fidelity Portfolio Services
Ltd. (FPSL), a wholly-owned subsidiary of Fidelity International Limited
(FIL). Edward C. Johnson 3d, is Chairman of FIL. Mr. Johnson 3d, together
with various trusts for the benefit of Johnson family members own directly
or indirectly more than 25% of the voting common stock of FIL.
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, except in accordance with
regulations of the SEC. Pursuant to such regulations, the Board of
Trustees has approved a written agreement which permits FBSI to effect fund
portfolio transactions on national securities exchanges and to retain
compensation in connection with such transactions.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
Portfolio and review the dealer spreads paid by the Portfolio over
representative periods of time to determine if they are reasonable in
relation to the benefits to the Portfolio.
From time to time the Trustees will review whether the recapture for the
benefit of the Portfolio of some portion of the brokerage commissions or
similar fees paid by the Portfolio on portfolio transactions is legally
permissible and advisable. The Portfolio seeks to recapture soliciting
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 the Portfolio to seek such
recapture.
Although the Trustees and officers of the Fund are substantially the same
as those of other funds managed by FMR, investment decisions for the
Portfolio 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 are
managed by the same investment adviser, particularly when the same security
is suitable for the investment objective of more than one fund.
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 a formula considered by the officers of the funds involved to be
equitable to each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as the Portfolio is
concerned. In other cases, however, the ability of the Portfolio to
participate in volume transactions will produce better executions and
prices for the Portfolio. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to the Portfolio
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
The Portfolio's portfolio securities, including ADRs, EDRs and other forms
of depositary receipts, are valued (i) by appraising portfolio securities
that are traded on the New York Stock Exchange (NYSE) or American Stock
Exchange at the closing bid price, or, if no closing price is available, at
the last traded bid price; and (ii) by appraising foreign securities as
nearly as possible in the manner described in clause (i) if traded on any
other U.S. Canadian, or foreign exchange, and, if not so traded, on the
basis of closing over-the-counter bid prices, if available.
U.S. Treasury securities are valued on the basis of valuations furnished by
a pricing service which utilizes both dealer-supplied valuations and
electronic data processing techniques. Such techniques take into account
appropriate factors such as institutional-size trading in similar groups of
securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics, and other market data, without exclusive reliance upon
quoted prices or exchange or over-the-counter prices, since such valuations
are believed to reflect more accurately the fair value of such securities.
Foreign securities are valued at the closing bid price in the principal
market where they are traded, or, if closing prices are unavailable, at the
last traded bid price available prior to the time the Portfolio's net asset
value (NAV) is determined. Foreign portfolio security prices are furnished
by quotation services expressed in the local currency's value. Service
translates the value of foreign securities from the local currency into
U.S. dollars. Foreign security prices that cannot be obtained by the
quotation services are priced individually by Service using dealer-supplied
quotations. Short-term obligations that mature in sixty days or less are
valued at amortized cost, which constitutes fair value. All other
securities and other assets are appraised at their fair value as determined
in good faith under consistently applied procedures under the general
supervision of the Boar of Trustees.
Generally, trading in foreign securities, as well as corporate bonds, U.S.
government securities, money market instruments, and repurchase agreements,
is substantially completed each day at various times prior to the close of
the NYSE. The values of any such securities held by the Portfolio are
determined as of such times for the purpose of computing the Portfolio's
NAV. The procedures set forth in (i) and (ii) above need not be sued to
determine the value of debt securities owned by the Portfolio if, in the
opinion of the Board of Trustees, some other method (e.g., based on closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such debt
securities. Foreign currency exchange rates are also generally determined
prior to the close of the NYSE. If an extraordinary event that is expected
to affect the value of a portfolio security materially occurs after the
close of an exchange on which that security is traded, then the security
will be valued at fair value as determined in good faith under the
direction of the Board of Trustees.
PERFORMANCE
Each class of the Portfolio may quote its performance in various ways. All
performance information supplied by each class in advertising is historical
and is not intended to indicate future returns. Share price, yield and
total returns for each class fluctuate in response to market conditions
and other factors, and the value of each class' shares when redeemed may be
more or less than their original cost.
YIELD CALCULATIONS. Yields used in advertising are computed by dividing
the Portfolio's interest income for a given 30-day or one month period, net
of a class of shares' expenses, by the average number of shares of the
class entitled to receive distributions during the period, dividing this
figure by its share price (including the maximum 4.75% sales charge for
Retail Class) 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. 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. Capital gains and
losses generally are excluded from the calculation.
Income calculated for the purposes of determining each class' yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding assumed
in yield calculations, the yield quoted for each class may differ from the
rate of distribution each class paid over the same period or the rate of
income reported in the Portfolio's financial statements.
TOTAL RETURN CALCULATIONS. TOTAL RETURNS quoted in advertising reflect all
aspects of each class of shares' return, including the effect of
reinvesting dividends and capital gain distributions, if any, and any
change in the class' NAV over the period. AVERAGE ANNUAL RETURNS are
calculated by determining the growth or decline in value of a hypothetical
historical investment in a class of shares 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 return of 100% over
ten years would produce an average annual return of 7.18%, which is the
steady annual rate that would equal 100% growth on a compounded basis in
ten years. Average annual returns covering periods of less than one year
are calculated determining the Portfolio's total return for the period,
extending that return for a full year (assuming that performance remains
constant over the year), and quoting the result as an annual return. While
average annual returns are a convenient means of comparing investment
alternatives, investors should realize that the Portfolio's performance is
not constant over time, but changes from year to year, and that average
annual returns represent averaged figures as opposed to the actual
year-to-year performance of the Portfolio.
In addition to average annual returns, each class of shares 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, and/or a
series of redemptions, over any time period. Total returns may be broken
down into their components of these factors and their contributions to
total return. An example of this type of illustration is given below. For
Retail Class, total returns may be quoted with or without taking the
maximum 3.25% s ales charge into account. Excluding Retail Class'
sales charge from a total return calculation produces a higher total return
figure. Total returns and other performance information may be quoted
numerically or in a table, graph or similar illustration.

PERFORMANCE COMPARISONS. Each class of shares may compare its performance
to the long-term performance of the U.S. capital market in order to
demonstrate general long-term risk versus reward investment scenarios.
Ibbotson Associates of Chicago, IL (Ibbotson) provides historical returns
of the capital markets in the United States. Performance comparisons also
could include the value of a hypothetical investment in common stocks,
long-term bonds or treasuries.
The capital markets tracked by Ibbotson are common stocks, small
capitalization stocks, long-term corporate bonds, intermediate-term
government bonds, long-term government bonds, Treasury bills, and the U.S.
rate of inflation. These capital markets are based on the returns of
several different indices. For common stocks, the S&P is used. For
small capitalization stocks, the return is based on the return achieved by
Dimensional Fund Advisors (DFA) Small Company Fund. This fund is a
market-value-weighted index of the ninth and tenth deciles of the New York
Stock Exchange (NYSE), plus stocks listed on the American Stock Exchange
(AMEX) and over-the-counter (OTC) with the same or less capitalization as
the upper bound of the NYSE ninth decile stocks, with an average
capitalization of about $40 million. Long-term corporate bond returns are
based on the performance of the Salomon Brothers Long-Term-High-Grade
Corporate Bond Index and include nearly all Aaa- and Aa-rated bonds.
Returns on intermediate-term government bonds are based on a one-bond
portfolio constructed each year, containing a bond which is the shortest
non callable bond available with a maturity not less than 5 years. This
bond is held for the calendar year and returns are recorded. Returns on
long-term government bonds are based on a one-bond portfolio constructed
each year, containing a bond that meets several criteria, including having
a term of approximately 20 years. The bond is held for the calendar year
and returns are recorded. Returns on U.S. Treasury bills are based on a
one-bill portfolio constructed each month, containing the shortest-term
bill having not less than one month to maturity. The total return on the
bill is the month-end price divided by the previous month-end price minus
one. Data up to 1976 is from the U.S. Government Bond file at the
University of Chicago's Center for Research in Security Prices; the Wall
Street Journal is the source thereafter. Inflation rates are based on the
CPI. Ibbotson calculates total returns in the same method as the
Portfolio.
Each class of shares also may compare its performance to the following
unmanaged indices of bond prices and yields.
Lehman Brothers Government Bond Index is an index comprised of all public
obligations of the U.S. Treasury, of U.S. Government agencies,
quasi-federal corporations, and corporate debt guaranteed by the U.S.
Government. The index excludes flower bonds, foreign targeted issues and
mortgage-backed securities.
Lehman Brothers Corporate Bond Index is an index comprised of all public,
fixed-rate, non-convertible investment grade domestic corporate debt.
Issues included in this index are rated at least Baa by Moody's Investors
Service (Moody's) or BBB by S&P, or in the case of bonds unrated by
Moody's or S&P, BBB by Fitch Investor Service. Collateralized mortgage
obligations are not included in the Corporate Bond Index.
Salomon Brothers High Yield Composite Index is an index of high yielding
utility and corporate bonds with a minimum maturity of seven years and with
total debt outstanding of at least $50 million. Issues included in the
index are rated Baa or lower by Moody's or BBB or lower by S&P.
Salomon Brothers High Grade Corporate Bond Index is an index of high
quality corporate bonds with a minimum maturity of at least ten years and
with total debt outstanding of at least $50 million. Issues included in
the index are rated Aa or better by Moody's or AA or better by S&P.
Each class of shares may compare its performance to that of other
compilations or indices of comparable quality to those listed above which
may be developed and made available in the future.
Each class of shares' performance may be compared in reports and
promotional literature to other mutual funds in general or to the
performance of particular types of mutual funds, especially those with
similar objectives.
Each class of shares may quote its performance in advertising and other
types of literature as compared to certificates of deposit (CDs),
bank-issued money market instruments, and money market mutual funds.
Unlike CDs and money market instruments, money market mutual funds and
neither class is not insured by the FDIC.
Each class of shares also may compare its performance to that of the
Standard & Poor's Index of 500 Common Stocks (the S&P 500 or
S&P) which is a registered trademark of Standard & Poor's
Corporation, the Dow Jones Industrial Average (the Dow or DJIA) and the
NASDAQ Composite Index (NASDAQ). The S&P 500 and the Dow are widely
recognized, unmanaged indices of common stock prices. The performance of
the S&P 500 is based on changes in the prices of stocks comprising the
Index and assumes the reinvestment of all dividends paid on such stocks.
Taxes, brokerage commissions and other fees are disregarded in computing
the level of the S&P 500 and the DJIA. Each class of shares'
performance also may be compared to the increase in the cost of living as
measured by the Consumer Price Index (CPI).
Each class of shares may compare it performance to mutual fund rankings
prepared by Lipper Analytical Services, Inc. ("Lipper", sometimes referred
to as Lipper Analytical Services), an independent service located in
Summit, New Jersey that monitors the performance of mutual funds. The
Lipper Performance Analysis includes reinvestment of dividends and capital
gain distributions, but does not take sales charges into consideration and
is prepared without regard to tax consequences.
Each class of shares also may compare its performance or the performance
of securities in which it may invest to IBC/Donoghue's Money Fund
Averages/All-Taxable a computation of the average yield of over 200 taxable
money market funds which includes the effect of compounding distributions.
Investors should consider the relevant differences in investment objectives
and policies between the Portfolio and such money market funds in
evaluating such comparisons. Specifically, money market funds invest in
shorter-term, higher quality, dollar denominated fixed-income obligations
and their performance generally reflects current short-term interest rates,
while the Portfolio invests in longer-term securities which may offer a
greater return but may be more volatile. Similarly, money market funds
seek to maintain a stable $1.00 share price, while each class' share price
and return will vary.
Purchases of shares of each class may be based on the concept of
"dollar-cost averaging". This investment technique involves consistently
buying uniform dollar amounts of securities regardless of the price at
regular intervals thereby purchasing fewer shares when prices are high,
more shares when prices are low. While such a strategy does not assure a
profit nor guard against loss in a declining market, the investor's average
cost per share is lower than if fixed numbers of shares had been purchased
at those intervals. In contemplation of such a plan, investors should
consider their ability to continue purchasing shares through periods of low
price levels.
Each class of shares 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, an investment earning a taxable return of 10% annually would have
an after-tax value of $2,004 after ten years, assuming tax was deducted
from the return each year at a 28% rate. An equivalent tax-deferred
investment would have an after-tax value of $2,147 after ten years,
assuming tax was deducted at a 28% rate from the deferred earnings at the
end of the ten year period.
TRADITION OF PERFORMANCE. Fidelity's tradition of performance is achieved
through:
(bullet) Money Management: a proud tradition of money management motivated
by the expectation of excellence backed by solid analysis and worldwide
resources. Fidelity employs a bottom-up approach to security selection
based upon in-depth analysis of the fundamentals of that investment
opportunity.
(bullet) Innovation: constant attention to the changing needs of today's
investors and vigilance to the opportunities that arise from changing
global markets. Research is central to Fidelity's investment
decision-making process. Fidelity's greatest resource--over 200 skilled
investment professionals--is supported with the most sophisticated
technology available.
Fidelity provides:
- - Global research resources: an opportunity to diversify portfolios and
share in the growth of markets outside the United States.
- - In-house, proprietary bond-rating system, constantly updated, which
provides extremely sensitive credit analysis.
- - Comprehensive chart room with over 1500 exhibits to provide sophisticated
charting of worldwide economic, financial, and technical indicators, as
well as to provide tracking of over 800 individual stocks for portfolio
managers.
- - State-of-the-art trading desk, with access to over 200 brokerage houses,
providing real-time information to achieve the best executions and optimize
the value of each transaction.
- - Use of extensive on-line computer-based research services;
. Service: Timely, accurate and complete reporting. Prompt and expert
attention when an investor or an investment professional needs it.
DURATION. Duration is a measure of volatility commonly used in the bond
market. Bonds with long durations are more volatile, or interest rate
sensitive, than bonds with short durations. (Interest rate sensitivity is
the magnitude of the change in a bond's price for a given change in a
bond's yield to maturity.) Duration also can be calculated for other fixed
income securities, or for portfolios of fixed income securities.
Unlike the maturity of a bond, which reflects only the time remaining until
the final principal payment is made to the bondholders, duration reflects
all of the coupon payments made to bondholders during the life of the bond,
as well as the final principal payment made when the bond matures. More
precisely, duration is the weighted average time remaining for the payment
of all cash flows generated by a bond, with the weights being the present
value of these cash flows. Present values are calculated using the bond's
yield to maturity.
Because there is only one payment to take into account, the duration of a
bond that pays all of its interest at maturity (a zero coupon security) is
the same as its maturity. The duration of a coupon bearing security will
be shorter than its maturity, however, because of the effect of its regular
interest payments. Generally, bonds with lower coupons or longer
maturities will have longer durations, and thus be more volatile, than
otherwise similar bonds with higher coupons or shorter maturities.
When the Portfolio invests in mortgage-backed securities, callable
corporate bonds or other bonds with imbedded options, there is a degree of
uncertainty regarding the timing of these securities' cash flows. As a
result, in order to calculate the durations of these securities, forecasts
of their probable cash flow patterns must be made. These forecasts require
various assumptions to be made as to future interest rate levels and, for
example, mortgage prepayment rates. Because duration calculations for
these types of securities are based in part on assumptions, duration
figures may not be precise and may change as economic conditions change.
The Portfolio's duration on November 30, 1991 was 4.69 years.
The Portfolio may reference and discuss its fund number, Quotron(TM)
number, CUSIP number, and current portfolio manager in advertising.
From time to time, in reports and promotional literature, the Portfolio's
performance also may be compared to other mutual funds tracked by financial
or business publications and periodicals. For example, the Portfolio 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. In addition, the Portfolio may quote financial
or business publications and periodicals as they relate to fund management,
investment philosophy, and investment techniques. 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.
ADJUSTED NET ASSET VALUE. Charts and graphs using a Portfolio's adjusted
net asset values and benchmark indices may be used to exhibit performance.
An adjusted NAV includes any distributions paid by the Portfolio and
reflects all elements of its return. Unless otherwise indicated, the
Portfolio's adjusted NAVs are not adjusted for sales charges, if any, and
would be lower if sales charges were included. In addition to adjusted
NAVs, unadjusted closing NAVs may be used to show the closing price of a
Portfolio's share on a particular day or series of days.
The Portfolio's adjusted NAVs are calculated using an adjustment factor
that is calculated for every business day over the time period in question
on which the Portfolio was priced. The factor for any given day is derived
by adding the Portfolio's distributions which went ex-distribution on the
following day, dividing by the NAV on the following day, adding one, and
multiplying by the factor of the following day. By convention, the factor
on the last day of the time period is set to equal one.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
The fund is open for business and its NAV is calculated every day that the
NYSE is open for trading. The NYSE has designated the following holiday
closings for 1993: New Year's Day, Washington's Birthday (observed), Good
Friday, Memorial Day (observed), Independence Day (observed), Labor Day,
Thanksgiving Day and Christmas Day (observed). Although FMR expects the
same holiday schedule to be observed in the future, the NYSE may modify its
holiday schedule at any time. On any day that the NYSE closes early, or as
permitted by the SEC, the right is reserved to advance the time on that day
by which purchase and redemption orders must be received. To the extent
that portfolio securities are traded in other markets on days when the NYSE
is closed, the fund's NAV may be affected on days when investors do not
have access to the fund to purchase or redeem shares. Certain fidelity
funds may follow different holiday closing schedules.
If the Trustees determine that existing conditions make cash payment
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 the 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.
ADDITIONAL PURCHASE INFORMATION
As provided for in Rule 22d-1 under the Investment Company Act of 1940,
Distributors exercises its right to waive Retail Class' maximum 3% sales
charge in connection with the Portfolio's merger with or acquisition of any
investment company or trust.
NET ASSET VALUE PURCHASERS. Sales charges do not apply to shares of Retail
Class purchased: (1) by registered representatives, bank trust officers
and other employees (and their immediate families) of investment
professionals having agreements with Distributors; (2) by a current or
former Trustee or officer of a Fidelity fund or a current or retired
officer, director or full-time employee of FMR Corp. or its 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; (3)
by a charitable organization (as defined in Section 501(c)(3) of the
Internal Revenue Code) investing $100,000 or more; (4) by a charitable
remainder trust or life income pool established for the benefit of a
charitable organization (as defined in Section 501(c)(3) of the Internal
Revenue Code); (5) by trust institutions investing on behalf of their
clients; (6) in accounts as to which a bank or broker-dealer charges an
account management fee, provided the bank or broker-dealer has an agreement
with Distributors; (7) as part of an employee benefit plan (including
Fidelity-Sponsored 403(b) and Corporate IRA programs, but otherwise as
defined in the Employee Retirement Income Security Act (ERISA) maintained
by a U.S. Employer 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 a minimum of $1 million invested in Fidelity
Advisor mutual funds, and the assets of which are held in a bona fide trust
for the exclusive benefit of employees participating therein; (8) in a
Fidelity IRA 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 (7) above) of such employer, maintained at least one
employee benefit plan that qualified for exemption (7) 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) the distribution is transferred from the
plan to a Fidelity Rollover IRA account within 60 days from the date of the
distribution; (9) with redemption proceeds from other mutual fund complexes
on which the investor has paid a front end sales charge only; and (10) by
an insurance company separate account used to fund annuity contracts
purchased by employee benefit plans (including 403(b) programs, but
otherwise as defined in ERISA), which, in the aggregate, have either more
than 200 eligible employees or a minimum of $3,000,000 in assets invested
in Fidelity mutual funds; and
Certain investors may qualify for one of the sales charge waiver policies
and purchase shares of the fund through a bank or trust institution (bank
affiliated clients). The transfer agent has designated certain transfer
and dividend paying services for bank affiliated clients to Fidelity
Investments Institutional Operations Company (FIIOC), 82 Devonshire Street,
Boston, MA 02109, an affiliate of FMR. (FIIOC is paid fees based on the
type, size and number of bank affiliated client accounts and the number of
their monetary transactions.) Bank affiliated clients should refer to
program materials for further information.
DISTRIBUTION 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 remained
uncashed for six months, the Transfer Agent may reinvest your distributions
at the then-current NAV. All subsequent distributions will be reinvested
until you provide the Transfer Agent with alternate instructions.
DIVIDENDS. Because the Portfolio invests significantly in foreign
securities, corporate shareholders should not expect dividends from the
Portfolio to qualify for the dividends-received deduction. If the
Portfolio earns qualifying dividends from U.S. corporations, the Portfolio
will notify corporate shareholders annually of the percentage of Portfolio
dividends that qualify for the dividends received deduction.
Gains (losses) attributable to foreign currency fluctuations are generally
taxable as ordinary income and will increase (decrease) dividend
distributions. As a consequence, FMR may adjust the Portfolio's income
distributions to reflect the effect of currency fluctuations. However, if
foreign currency losses exceed the Portfolio'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 basis in his Portfolio
shares.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by the
Portfolio on the sale of securities and distributed to shareholders are
federally taxable as long-term capital gains, regardless of the length of
time that shareholders have held their shares. If a shareholder receives a
long-term capital gain distribution on shares of the Portfolio and such
shares are held for less than six months and are sold at a loss, the
portion of the loss equal to the amount of the long-term capital gain
distribution will be considered a long-term loss for tax purposes.
Short-Term capital gains distributed by the Portfolio are taxable to
shareholders as dividends, not as capital gains. Distributions from
short-term capital gains do not qualify for the dividends-received
deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. The Portfolio intends to
elect to pass through foreign taxes paid in order for a shareholder to take
a credit or deduction if, at the close of its fiscal year, more than 50% of
the Portfolio total assets are invested in securities of foreign issuers.
TAX STATUS OF THE PORTFOLIO. The Portfolio has qualified and intends to
continue to qualify as a regulated investment company under Subchapter M of
the Internal Revenue Code, as amended, for tax purposes, so that the
Portfolio 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, the
Portfolio 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. The Portfolio also intends to comply with other tax
rules applicable to regulated investment companies, including a requirement
that capital gains from the sale of securities held for less than three
months must constitute less than 30% of the Portfolio's gross income for
each fiscal year. Gains from futures and options contracts, and foreign
currency denominated forward, futures, and option contracts which are not
directly related to the Portfolio's business of investing in foreign
securities are included in the 30% calculation, which may limit the
Portfolio's investments in such instruments.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the Portfolio and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal income taxes, shareholders of the
Portfolio may be subject to state and local taxes on distributions received
from the Portfolio. Investors should consult their tax advisors to
determine whether the Portfolio is suitable to their particular tax
situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions as follows: Fidelity Service
Company (Service), which is the transfer and shareholder servicing agent
for certain of the funds advised by FMR; Fidelity Investments Institutional
Operations Company, which performs shareholder servicing functions for
certain institutional customers; and Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within the
Fidelity organization.
Several affiliates of FMR also are engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc.
and Fidelity Management & Research (Far East) Inc., both wholly owned
subsidiaries of FMR formed in 1986, supply investment research and may
supply portfolio management services, to FMR in connection with certain
funds advised by FMR. Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year.
FMR Texas Inc., a wholly owned subsidiary formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.
TRUSTEES AND OFFICERS
The Trust's Board of Trustees and executive officers of the Trust are
listed below. Except as indicated, each individual has held the office
shown or other offices in the same company for the last five years. All
persons named as Trustees also serve in similar capacities for other funds
advised by FMR. Unless otherwise noted, the business address of each
Trustee and officer is 82 Devonshire Street, Boston, Massachusetts 02109,
which is also the address of FMR. Those Trustees who are "interested
persons" (as defined in the Investment Company Act of 1940) by virtue of
their affiliation with either the Trust or FMR are indicated by an asterisk
(*).
*EDWARD C. JOHNSON 3D, Trustee and President (1993), is Chairman, Chief
Executive Officer and a Director of FMR Corp.; Chairman of the Board and of
the Executive Committee of FMR; a Director of FMR, Chairman and a Director
of FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc.,
and Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President (1993), is President
of FMR; and President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc. and Fidelity Management &
Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1993), is
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee (1993), is a
financial consultant. Prior to September 1986, Mr. Flynn was Vice Chairman
and a Director of the Norton Company (manufacturer of industrial devices).
He is currently a Director of Mechanics Bank and a Trustee of College of
the Holy Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 30195 Chagrin Blvd., Suite 104W, Pepper Pike, OH, Trustee
(1993). Prior to his retirement in 1984, Mr. Jones was Chairman and Chief
Executive Officer of LTV Steel Company. Prior to May 1990, he was Director
of National City Corporation (a bank holding company) and National City
Bank of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc. (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation (1988), Hyster-Yale Materials Handling, Inc. (1989), and
RPM, Inc. (manufacturer of chemical products, 1990). In addition, he
serves as a Trustee of First Union Real Estate Investments; Chairman of the
Board of Trustees and a member of the Executive Committee of the Cleveland
Clinic Foundation, a Trustee and a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 5 Boulder Brook Road, Greenwich, CT, Trustee (1993), is a
Professor (1987) at Columbia University Graduate School of Business and a
financial consultant. Prior to 1987, he was Chairman of the Financial
Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance, 1987), the National Arts Stabilization Fund and
the Greenwich Hospital Association (1989).
*PETER S. LYNCH, Trustee (1993) is Vice President of Fidelity Investments
Corporate Services, Inc. (1991). Prior to his retirement on May 31, 1990,
he was a Director of FMR (1989) and Executive Vice President of FMR (1987)
(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 is a Director of W.R. Grace & Co. (chemicals, 1989)
and Morrison Knudsen Corporation (engineering and construction, 1988). 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 (1990).
GERALD C. MCDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1993), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products, 1987), Brush-Wellman Inc.
(metal refining), and York International Corp. (air-conditioning and
refrigeration, 1989). In addition, he serves as a Director for United Way
Services of Greater Cleveland, a member of the Executive Committee of the
Weatherhead School of Management, and as a Trustee of The Center for
Economic Education.
EDWARD H. MALONE, 5601 Turtle Bay Drive #404, Naples, FL, Trustee (1993).
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company.
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer).
He is also a Trustee of Rensselaer Polytechnic Institute and of Corporate
Property Investors and a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee (1993), 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, 1985-1987), and Chairman and Chief Executive Officer of The First
National Bank of Atlanta and First Atlanta Corporation (bank holding
company, 1976-1987). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software, 1988), Georgia Power Company
(electric utility), Gerber Alley & Associates, Inc. (computer software,
1987), National Life Insurance Company of Vermont, American Software, Inc.
(1989), and AppleSouth, Inc. (restaurants, 1992).
BERTRAM H. WITHAM, 89 Fox Hill Road, Stamford, CT, Trustee (1993), is a
consultant (Treasurer until his retirement in 1978) to IBM Corp. He is
also a Director of Systems Control Technology, Inc. (computer software).
GARY L. FRENCH, Treasurer (1993). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary (1993), is Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Clerk of Distributors.
Under a retirement program which became effective on November 1, 1989, a
Trustee, upon reaching age 72, becomes eligible to participate in a defined
benefit retirement program under which he receives payments during his
lifetime from the Fund, based on his final year's basic trustee fees and
length of service. Currently, Messrs. Robert L. Johnson, William R.
Spaulding, and David L. Yunich participate in the program.
As of January 29, 1994 the Trustees and officers owned, in the aggregate,
less than 1% of the Trust's outstanding shares.
MANAGEMENT CONTRACT
The Portfolio employs FMR to furnish investment advisory and other
services. Under its management contract with the Portfolio, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of the Portfolio in accordance with its
investment objective, policies, and limitations. FMR also provides the
Portfolio with all necessary office facilities and personnel for servicing
the Portfolio's investments, and compensates all officers of the Trust, all
Trustees who are "interested persons" of the Trust or of FMR, and all
personnel of the Trust 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 the Portfolio. These services include
providing facilities for maintaining the Portfolio's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with the Portfolio;
preparing all general shareholder communications and conducting shareholder
relations; maintaining the Portfolio's records and the registration of the
Portfolio's shares under federal and state law; developing management and
shareholder services for the Portfolio; and furnishing reports,
evaluations, and analyses on a variety of subjects to the Board of
Trustees.
In addition to the management fee payable to FMR and the fees payable to
the Transfer Agent, the Portfolio pays all of its expenses, without
limitation, that are not assumed by those parties. The Portfolio pays for
typesetting, printing, and mailing proxy material to shareholders, legal
expenses, and the fees of the custodian, auditor, and non-interested
Trustees. Although the Portfolio's management contract provides that the
Portfolio will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices, and reports to existing
shareholders, pursuant to which the Transfer Agent bears the cost of
providing these services to existing shareholders. Other expenses paid by
the Portfolio include interest, taxes, brokerage commissions, the
Portfolio's proportionate share of insurance premiums and Investment
Company Institute dues, and the costs of registering shares under federal
and state securities laws. The Portfolio is also liable for such
nonrecurring expenses as may arise, including costs of any litigation to
which the Portfolio may be a party and any obligation it may have to
indemnify the Trust's officers and Trustees with respect to litigation.
For the services of FMR under the contract, the Portfolio pays FMR a
monthly management fee composed of the sum of two elements: a group fee
rate and an individual fund fee rate.
The group fee rate is based on the average monthly 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 schedule
shown below. Also shown below is the effective annual fee rate at various
levels of group net assets. For example, the effective annual fee rate at
$___ billion of group net assets - their approximate level for November
30 , 1993 - was .____%, which is the weighted average of the
respective fee rates for each level of group net assets up to that level.
GROUP FEE RATE SCHEDULE* EFFECTIVE ANNUAL FEE
RATES

AVERAGE GROUP EFFECTIVE

GROUP ANNUALIZED NET ANNUAL

ASSETS RATE ASSETS FEE RATE

0 - $ 3 billion .370% $ 0.5 billion .3700%

3 - 6 .340 10 .3340

6 - 9 .310 20 .2855

9 - 12 .280 30 .2520

12 - 15 .250 40 .2323

15 - 18 .220 50 .2188

18 - 21 .200 60 .2090

21 - 24 .190 70 .2017

24 - 30 .180 80 .1959

30 - 36 .175 90 .1910

36 - 42 .170 100 .1869

42 - 48 .165 110 .1835

48 - 66 .160 120 .1808

66 - 84 .155 130 .1780

84 - 120 .150 140 .1756

120 - 174 .145 150 .1736

Over 174 .140 160 .1718

170 .1702

180 .1687

190 .1672

200 .1658

The individual fund fee rate is .45%.
Group Fee Rate Individual Fund Fee Rate Management Fee Rate
.% + .45% = ____%
One twelfth (1/12) of this annual management fee rate is then applied to
the Portfolio's average net assets for the current month, giving a dollar
amount which is the fee for that month.
To comply with the California Code of Regulations, FMR will reimburse the
Portfolio if and to the extent average net assets. The applicable
percentages are 2 1/2% of the first $30 million, 2% of the next $70
million, and 1 1/2% of average net assets in excess of $100 million. When
calculating the Portfolio's expenses for purposes of this regulation, the
Portfolio may exclude interest, taxes, brokerage commissions, and
extraordinary expenses, as well as a portion of its distribution plan
expenses and custodian fees attributable to investments in foreign
securities.
FMR may, from time to time, agree to voluntarily reimburse the Portfolio of
shares for expenses above a specified percentage of average net assets. 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. Reimbursements or expense limitations by FMR will increase a class'
yield and total return. Reimbursements by the a class will lower its yield
and total return.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
Fidelity Investments Institutional Operations Company is transfer and
shareholder servicing agent for Institutional Class. Pursuant to the
contract for institutional client master accounts, FIIOC receives a per
account fee and a monetary transaction fee of $40 and $11.50, respectively,
or $25 and $5, respectively, depending on the nature of services provided.
Fees for institutional retirement plan accounts, if any, would be based on
the net asset value of all such accounts in a Portfolio. FIIOC is paid a
per account fee and a monetary transaction fee of $65 and $14,
respectively, depending on the nature of the services provided.
Under the arrangements FIIOC pays out-of-pocket expenses associated with
providing transfer agent services. In addition, FIIOC bears the expense of
typesetting, printing and mailing of Prospectuses, Statements of Additional
Information, reports, notices and statements to shareholders.
State Street is transfer and shareholder servicing agent for Retail Class.
Each class of the Portfolio's shares has an agreement with Fidelity Service
Co. (Service) under which Service performs the calculations necessary to
determine the NAV and dividends of the Portfolio and maintains the
portfolio and general accounting records of the Portfolio.
The Portfolio's contract with Service also provides that Service will
perform the calculations necessary to determine the Portfolio's NAV and
dividends and maintain the Portfolio's accounting records. The fee rates
in effect as of ________ are based on the Portfolio's average net assets,
specifically, .04% for the first $500 million of average net assets and
.02% for average net assets in excess of $500 million. The fee is limited
to a minimum of $45,000 and a maximum of $750,000 per year.
DISTRIBUTION AND SERVICE PLANS
The Portfolio has a Distribution Agreement with Distributors, an affiliate
of FMR. Distributors, a Massachusetts corporation organized July 18, 1960,
is a broker-dealer registered under the Securities Exchange Act of 1934 and
a member of the National Association of Securities Dealers, Inc. The
Distribution Agreement calls for Distributors to use all reasonable
efforts, consistent with its other business, to secure purchasers for
shares of the Portfolio. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR. Distributors
also acts as general distributor for other publicly offered Fidelity funds.
The expenses of these operations are borne by FMR Distributors.
Each class of the Portfolio's shares has adopted a Distribution and Service
Plan (each Plan) under Rule 12b-1 (the Rule) of the 1940 Act. The Rule
provides in substance that a mutual fund may not engage directly or
indirectly in financing any activity that primarily is intended to result
in the sale of shares of a mutual fund except pursuant to a plan adopted by
the mutual fund under the Rule. The Trust's Board of Trustees has adopted
the Plan to assure that each class and FMR may incur certain expenses that
might be considered to constitute indirect payment by the class of
distribution expenses. Under the Plan, if the payment by the Portfolio to
FMR of management fees should be deemed to be indirect financing by the
Portfolio of the distribution of its shares, such payment is authorized by
the Plan.
Each Plan specifically recognizes that FMR, either directly or through
Distributors, may use its management fee revenue, past profits or other
resources, without limitation, to pay promotional and administrative
expenses in connection with the offer and sale of shares of the Portfolio.
In addition, each Plan provides that FMR may use its resources, including
its management fee revenues, to make payments to third parties that provide
assistance in selling shares of the Portfolio or to third parties,
including banks, that render shareholder support services.
In addition, Retail Class pays to Distributors a distribution fee at an
annual rate of up to .40% (currently at .25%) of its average net assets
determined as of the close of business on each day throughout the month,
but excluding assets attributable to shares purchased more than 144 months
prior to such day. This distribution fee will be paid by Retail Class, not
by individual accounts.
Each Plan has been approved by the Trustees. As required by the Rule, the
Trustees carefully considered all pertinent factors relating to the
implementation of each Plan prior to its approval, and have determined that
there is a reasonable likelihood that the Plan will benefit the Portfolio
and its shareholders. To the extent that the Plan gives FMR and
Distributors greater flexibility in connection with the distribution of
shares of the Portfolio, additional sales of the Portfolio's shares may
result. Additionally, certain shareholder support services may be provided
more effectively under Plan by local entities with whom shareholders have
other relationships
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, in Distributors opinion it
should not prohibit banks from being paid for shareholder servicing and
recordkeeping functions. Distributors 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
Portfolio 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. The Portfolio may
execute portfolio transactions with and purchase securities issued by
depository institutions that receive payments under a Plan. No preference
will be shown in the selection of investments for the instruments of such
depository institutions. In addition, state securities laws on this issue
may differ from the interpretations of federal law expressed herein, and
banks and financial institutions may be required to register as dealers
pursuant to state law.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Advisor North American Government Portfolio
is a portfolio of Fidelity Adviser Series VI, an open-end management
investment company organized as a Massachusetts business trust by
Declaration of Trust dated June 1, 1983 amended and restated on February
25, 1985. On January 29, 1992, the name of the trust changed from
Tax-Exempt Portfolios to Fidelity Oliver Street Trust. Currently there are
two portfolios of the Trust: Fidelity Advisor Tax Exempt Portfolio and
Fidelity Advisor North American Government Portfolio. The Declaration of
Trust permits the Trustees to create additional portfolios.
In the event that FMR ceases to be the investment advisor to the Trust or a
portfolio, the right to the Trust or portfolio to use the identifying name
"Fidelity" may be withdrawn.
The assets of the Trust received for the issue or sale of shares of each
portfolio and all income, earnings, profits, and proceeds thereof, subject
only to the rights of creditors, are especially allocated to such
portfolio, and constitute the underlying assets of such portfolio. The
underlying assets of each portfolio are segregated on the books of account,
and are to be charged with the liabilities with respect to such portfolio
and with a share of the general expenses of the Trust. Expenses with
respect to the Trust are to be allocated in proportion to the asset value
of the respective portfolios, except where allocations of direct expense
can otherwise be fairly made. The officers of the Trust, subject to the
general supervision of the Board of Trustees, have the power to determine
which expenses are allocable to a given portfolio, or which are general or
allocable to all of the portfolios. In the event of the dissolution or
liquidation of the Trust, shareholders of each portfolio are entitled to
receive as a class the underlying assets of such portfolio available for
distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The 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. The 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 the Trustees include a provision limiting the obligations created
thereby to the Trust and its assets. The Declaration of Trust provides for
indemnification out of each portfolio's property of any shareholder held
personally liable for the obligations of the portfolio. The Declaration of
Trust also provides that each portfolio shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation
of the portfolio 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 a portfolio 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.
The 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 a Trustee
against any liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
VOTING RIGHTS. Each portfolio's capital consists of two classes of shares
of beneficial interest, Institutional Class and Retail Class. The shares
have no preemptive or conversion rights; the voting and dividend rights,
the right of redemption, and the privilege of exchange are described in
each class' 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 the Trust or a portfolio or of a
class of shares of a portfolio may, as set forth in the Declaration of
Trust, call meetings of the Trust or a portfolio or of a class of shares of
a portfolio for any purpose related to the Trust or portfolio or of a class
of shares of a portfolio, as the case may be, including, in the case of a
meeting of the entire Trust, the purpose of voting on removal of one or
more Trustees. The Trust or any portfolio may be terminated upon the sale
of its assets to another open-end management investment company, or upon
liquidation and distribution of its assets, if approved by vote of the
holders of a majority of the outstanding shares of the Trust or the
portfolio. If not so terminated, the Trust and its portfolios will
continue indefinitely.
CUSTODIAN.________________________, is custodian of the assets of the
Portfolio. The custodian is responsible for the safekeeping of the
Portfolio's assets and the appointment of subcustodian banks and clearing
agencies. The custodian takes no part in determining the investment
policies of the Portfolio or in deciding which securities are purchased or
sold by the Portfolio. The Portfolio may, however, invest in obligations
of the custodian and may purchase securities from or sell securities to
the custodian.
FMR, its officers and directors, its affiliated companies, and the Trust's
Trustees may from time to time have transactions with various banks,
including the Portfolio's custodian bank, and custodian banks for certain
of the funds advised by FMR. Transactions that have occurred to date have
included 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 Portfolio relationships.
AUDITOR. Coopers & Lybrand, One Post Office Square, Boston, MA, serves
as the Fund's independent accountants, providing services including (1)
audit of annual financial statements and limited review of unaudited
semiannual financial statements, (2) assistance and consultation in
connection with Securities and Exchange Commission filings and (3) review
of the annual federal income tax return filed on behalf of the Portfolio.
FINANCIAL STATEMENTS
Financial Statements will be filed by amendment.
APPENDIX
Description of Moody's Investors Service, Inc.'s corporate bond ratings:
Aaa--Bonds which 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 edge. 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 which 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 in Aaa securities.
A--Bonds which 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 which 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.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. 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 in the lower end of its
generic rating category.
Description of Standard & Poor's Corporation's corporate bond ratings:
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.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit 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 the
higher-rated A category.

PART C. OTHER INFORMATION
Item 24. Financial Information
(a) Financial Statements for the fiscal year ended November 30, 1993 are
electronically filed herein as Exhibit 24(a).
(b) Exhibits:
(1) (a) Amended and Restated Declaration of Trust dated January 24, 1985,
is incorporated herein by reference to Exhibit 1(b) to Post-Effective
Amendment No. 4.
(b) Supplement to Declaration of Trust dated November 9, 1987, is
incorporated herein by reference to Exhibit 1(c) to Post-Effective
Amendment No. 9.
(c) Supplement to the Declaration of Trust dated December 1, 1988, is
incorporated herein by reference to Exhibit 1(d) to Post-Effective
Amendment No. 15.
(d) Supplement to the Declaration of Trust dated December 20, 1991 is
incorporated herein by reference to Exhibit 1(e) to Post-Effective
Amendment No. 19.
(e) Amendment to the Fund's Declaration of Trust dated May 3, 1993 is
incorporated herein by reference to Exhibit 1(f) to Post-Effective
Amendment No.26.
(2) By-Laws of the Trust are incorporated herein by reference to Exhibit
2 to the initial Registration Statement.
(3) None.
(4) Not applicable.
(5) (a) Amended Management Contract between Tax-Exempt Portfolios:
Limited Term Series and Fidelity Management & Research Company is
incorporated herein by reference to Exhibit 5(d) to Post-Effective
Amendment No. 15.
(b) Form of Management Contract, dated January 29, 1993, between
Fidelity Advisor North American Government Portfolio and Fidelity
Management & Research Company is incorporated herein by reference to
Exhibit 5(b) to Post-Effective Amendment No. 23.
(c) Form of Management Contract between Fidelity Advisor
Short-Intermediate Municipal Fund and Fidelity Management & Research
Company is incorporated herein by reference to Exhibit 5(c) on
Post-Effective Amendment No. 28.
(6) (a) General Distribution Agreement between Limited Term Series and
Fidelity Distributors Corporation, dated April 1, 1987 is incorporated
herein by reference to Exhibit 6 (c) to Post-Effective Amendment No. 9.
(b) Form of General Distribution Agreement, dated January 29, 1993,
between Fidelity Distributors Corporation and Fidelity Advisor North
American Government Portfolio - Retail Class is incorporated herein by
reference to Exhibit 6(b) to Post-Effective Amendment No. 23.
(c) Form of General Distribution Agreement, dated January 29, 1993,
between Fidelity Distributors Corporation and Fidelity Advisor North
American Government Portfolio - Institutional Class is incorporated herein
by reference to Exhibit 6(c) to Post-Effective Amendment No 23.
(d) Form of General Distribution Agreement Between Fidelity Advisor
Short-Intermediate Municipal Fund and Fidelity Distributors Corporation is
incorporated herein as Exhibit 6(d).
(7) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, is incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment No. 19.
(8) (a) Custodian Agreement between State Street Bank and Trust Company
and Tax-Exempt Portfolios, dated January 11, 1984, is incorporated herein
by reference to Exhibit 8 to Post-Effective Amendment No. 1.
(b) Amendment, dated July 7, 1986, to the Custodian Contract is
incorporated herein by reference to Exhibit 8(b) to Post-Effective
Amendment No. 9.
(c) Form of Custodian Contract on behalf of Fidelity Advisor North
American Government Portfolio, dated January 29, 1993, to be filed by
amendment.
(d) Form of Custodian Agreement between Fidelity Advisor Short-Intermediate
Municipal Fund and United Missouri Bank, N.A., is incorporated herein by
reference to Exhibit 8(d) to Post-Effective Amendment No. 28.
(9) (a) Service Agreement dated March 12, 1992 between the Registrant and
United Missouri Bank, N.A., is filed electronically herein as Exhibit 9(a).
(b) Schedules B and C, dated March 12, 1992 to the Service Agreement
between the Registrant and United Missouri Bank, N.A., on behalf of Limited
Term, is filed electronically herein as Exhibit 9(b).
(c) Appointment of Sub-Servicing Agent dated March 12, 1992 on behalf of
the Limited Term Series, among Fidelity Management & Research Company,
Fidelity Service Co. and United Missouri Bank, N.A., is filed
electronically herein as Exhibit 9(c).
(d) Service Agreement, and related schedules B and C, dated
January 29, 1993 between Fidelity Service Co. and Fidelity Advisor North
American Government Portfolio is incorporated herein by reference to
Exhibit 9 (d) to Post-Effective Amendment No. 23.
(e) Transfer Agent Agreement between the Registrant and United Missouri
Bank, N.A., dated March 12, 1992 is filed electronically herein as Exhibit
9(e).
(f) Schedule A dated June 1, 1989 to the Amended Transfer Agent
Agreement between the Registrant, on behalf of the Limited Term Series, and
State Street Bank and Trust Company is incorporated herein by reference to
Exhibit 9(g) to Post-Effective Amendment No. 15.
(g) Appointment of Sub-Transfer Agent dated June 1, 1989 on behalf of
the Limited Term Series, among Fidelity Management & Research Company,
Fidelity Investments Institutional Operations Company and State Street Bank
and Trust Company is incorporated herein by reference to Exhibit 9(h) to
Post-Effective Amendment No. 15.
(h) Form of Transfer Agent Agreement and related Schedule A, dated
January 29, 1993, between Fidelity Investments Institutional Operations
Company and Fidelity Advisor North American Government Portfolio -
Institutional Class is incorporated herein by reference to Exhibit 9(h) to
Post-Effective Amendment No. 23.
(i) Form of Transfer Agent Agreement and related schedule A, dated
January 29, 1993, between State Street Bank & Trust Company and
Fidelity Advisor North American Government Portfolio-Retail Class to be
filed by amendment.
(j) Forms of Schedules A, B, and C are incorporated herein by reference
to Exhibit 9(j) to Post-Effective Amendment No. 28.
.
(10) None.
(11) Consent of the Fund's independent accountant is electronically filed
herein as Exhibit 11.
(12) None.
(13) None.
(14) (a) Form of Fidelity Advisor Funds Individual Retirement Account
Custodial Agreement Disclosure Statement in effect as of January 1, 1994
is electronically filed herein as Exhibit 14(a).
(b) Form of Fidelity Institutional Individual Retirement Account
Custodial Agreement in effect as of January 1, 1994 is electronically
filed herein as Exhibit 14(b).
(15) (a) 12b-1 Distribution and Service Plan for the Limited Term Series
is filed herein electronically as Exhibit 15(a).
(b) Form of 12b-1 Distribution and Service Plan dated January 29, 1993
between Fidelity Distributors Corporation and Fidelity Advisor North
American Government Portfolio - Institutional Class is incorporated herein
by reference to Exhibit 15(b) to Post-Effective Amendment No. 23.
(c) Form of 12b-1 Distribution and Service Plan dated January 29, 1993
between Fidelity Distributors Corporation and Fidelity Advisor North
American Government Portfolio - Retail Class is incorporated herein by
reference to Exhibit 15(c) to Post-Effective Amendment No. 23.
(d) Form of 12b-1 Distribution and Service Plan between Fidelity
Distributors Corporation and Fidelity Advisor Short-Intermediate Municipal
Fund is incorporated herein by reference to Exhibit 15(d) to Post-Effective
Amendment No. 28.
(16) A schedule for computation of performance quotations is incorporated
herein by reference to Exhibit 16(a) to Post-Effective Amendment No. 16.
Item 25. Persons Controlled by or under Common Control with Registrant
The Board of Trustees of the Registrant is the same as the Boards of other
Fidelity funds offered primarily to institutional investors, each of which
has Fidelity Management & Research Company as its investment adviser.
Nonetheless, 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
November 30, 1993
Title of Class: Shares of Beneficial Interest
Name of Series Number of Record Holders
Fidelity Advisor North American Government Portfolio: 0
Fidelity Advisor Limited Term Tax-Exempt Fund 891
Fidelity Advisor Institutional Limited Term Tax-Exempt Fund 67
Fidelity Advisor Short-Intermediate Tax-Exempt Fund 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.
Item 28. Business and Other Connections of Investment Adviser
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 Executive Committee of FMR; President and
Chief Executive Officer of FMR Corp.; Chairman of the Board
and a Director of FMR, FMR Corp., FMR Texas Inc. (1989),
Fidelity Management & Research (U.K.) Inc. and Fidelity
Management & Research (Far East) Inc.; President and
Trustee of funds advised by FMR;

J. Gary Burkhead President of FMR; Managing Director of FMR Corp.; President
and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc. and Fidelity Management &
Research (Far East) Inc.; Senior Vice President and Trustee of
funds advised by FMR.

Peter S. Lynch Vice Chairman of FMR (1992).

David Breazzano Vice President of FMR (1993) and of a fund advised by FMR.

Stephan Campbell Vice President of FMR (1993).

Rufus C. Cushman, Jr. Vice President of FMR and of funds advised by FMR; Corporate
Preferred Group Leader.

Will Danoff Vice President of FMR (1993) and of a fund advised by FMR.

Scott DeSano Vice President of FMR (1993).

Penelope Dobkin Vice President of FMR (1990) and of a fund advised by FMR.

Larry Domash Vice President of FMR (1993).

George Domolky Vice President of FMR (1993) and of a fund advised by FMR.

Charles F. Dornbush Senior Vice President of FMR (1991); Chief Financial Officer of
the Fidelity funds; Treasurer of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.

Robert K. Duby Vice President of FMR.

Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.

Kathryn L. Eklund Vice President of FMR (1991).

Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised by
FMR.

Daniel R. Frank Vice President of FMR and of funds advised by FMR.

Gary L. French Vice President of FMR (1991) and Treasurer of the funds advised
by FMR (1991). Prior to assuming the position as Treasurer he
was Senior Vice President, Fund Accounting - Fidelity
Accounting & Custody Services Co. (1991) (Vice President,
1990-1991); and Senior Vice President, Chief Financial and
Operations Officer - Huntington Advisers, Inc. (1985-1990).

Michael S. Gray Vice President of FMR and of funds advised by FMR.

Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.

William J. Hayes Senior Vice President of FMR (1989); Income/Growth Group
Leader (1990) and International Group Leader (1990).

Robert Haber Vice President of FMR (1991) and of funds advised by FMR.

Daniel Harmetz Vice President of FMR (1991) and of a fund advised by FMR.

Ellen S. Heller Vice President of FMR (1991).

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
John Hickling Vice President of FMR (1993) and of funds advised by FMR.

</TABLE>

Robert F. Hill Vice President of FMR (1989); and Director of Technical
Research.

Stephan Jonas Vice President of FMR (1993).

David B. Jones Vice President of FMR (1993).

Steven Kaye Vice President of FMR (1993) and of a fund advised by FMR.

Frank Knox Vice President of FMR (1993).

Robert A. Lawrence Senior Vice President of FMR (1993); and High Income Group
Leader.

Alan Leifer Vice President of FMR and of a fund advised by FMR.

Harris Leviton Vice President of FMR (1993) and of a fund advised by FMR.

Bradford E. Lewis Vice President of FMR (1991) and of funds advised by FMR.

Robert H. Morrison Vice President of FMR and Director of Equity Trading.

David Murphy Vice President of FMR (1991) and of funds advised by FMR.

Jacques Perold Vice President of FMR (1991).

Brian Posner Vice President of FMR (1993) and of a fund advised by FMR.

Anne Punzak Vice President of FMR (1990) and of funds advised by FMR.

Richard A. Spillane Vice President of FMR (1990) and of funds advised by FMR; and
Director of Equity Research (1989).

Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised by
FMR.

Thomas Steffanci Senior Vice President of FMR (1993); and Fixed-Income Division
Head.

Gary L. Swayze Vice President of FMR and of funds advised by FMR; and
Tax-Free Fixed-Income Group Leader.

Donald Taylor Vice President of FMR (1993) and of funds advised by FMR.

Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised by
FMR.

Joel Tillinghast Vice President of FMR (1993) and of a fund advised by FMR.

Robert Tucket Vice President of FMR (1993).

George A. Vanderheiden Senior Vice President of FMR; Vice President of funds advised by
FMR; and Growth Group Leader (1990).

Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised by
FMR.

Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.

Arthur S. Loring Senior Vice President (1993), Clerk and General Counsel of FMR;
Vice President, Legal of FMR Corp.; and Secretary of funds
advised by FMR.

</TABLE>

Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (Distributors) acts as distributor
for most funds advised by FMR and the following other fund:
CrestFunds, Inc.
The Victory Funds
ARK Funds
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
Nita B. Kincaid Director None
W. Humphrey Bogart Director None
Kurt A. Lange President and Treasurer None
William L. Adair Senior Vice President None
Thomas W. Littauer Senior Vice President None
Arthur S. Loring Vice President and Clerk Secretary
* 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 Co., 82 Devonshire St., Boston, MA, 02109, or the fund's custodian:
United Missouri Bank, N.A., 1010 Grand Avenue, Kansas City, MO.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant, on behalf of Fidelity Advisor Limted Term Tax-Exempt Fund
undertakes, provided the information required by Item 5A is contained in
the annual report, to furnish each person to whom a prospectus has been
delivered, upon their request and without charge, a copy of the 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 certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 29 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 24 day of
January 1994.
Fidelity Advisor Series VI
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.
(Signature) (Title) (Date)

<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee January 24, 1994

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/Gary L. French Treasurer January 24, 1994

Gary L. French

/s/J. Gary Burkhead Trustee January 24 , 1994

J. Gary Burkhead

/s/Ralph F. Cox* Trustee January 24, 1994

Ralph F. Cox

/s/Phyllis Burke Davis* Trustee January 24 , 1994

Phyllis Burke Davis

/s/Richard J. Flynn* Trustee January 24, 1994

Richard J. Flynn

/s/E. Bradley Jones* Trustee January 24, 1994

E. Bradley Jones

/s/Donald J. Kirk* Trustee January 24, 1994

Donald J. Kirk

/s/Peter S. Lynch* Trustee January 24, 1994

Peter S. Lynch

/s/Edward H. Malone* Trustee January 24, 1994

Edward H. Malone

/s/Marvin L. Mann * Trustee January 24, 1994

Marvin L. Mann

/s/Gerald C. McDonough* Trustee January 24, 1994

Gerald C. McDonough

/s/Thomas R. Williams* Trustee January 24, 1994

Thomas R. Williams

(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
LG933470025
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 Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VII Fidelity Municipal Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Securities Fund
Fidelity Commonwealth Trust Fidelity Select Portfolios
Fidelity Congress Street Fund Fidelity Sterling Performance Portfolio, L.P.
Fidelity Contrafund Fidelity Summer Street Trust
Fidelity Corporate Trust Fidelity Trend Fund
Fidelity Court Street Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Destiny Portfolios Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Income Fund

</TABLE>

plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as President and Board Member (collectively, the
"Funds"), hereby severally constitute and appoint J. Gary Burkhead, my true
and lawful attorney-in-fact, with full power of substitution, and with full
power to sign for me and in my name in the appropriate capacity, all
Pre-Effective Amendments to any Registration Statements of the Funds, any
and all subsequent Post-Effective Amendments to said Registration
Statements, 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
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and 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.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d October 20, 1993

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>

plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, 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 Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, 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 deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS our hands on this twentieth day of October, 1993.

/s/Edward C. Johnson 3d /s/Peter S. Lynch

Edward C. Johnson 3d Peter S. Lynch

/s/J. Gary Burkhead /s/Edward H. Malone

J. Gary Burkhead Edward H. Malone

/s/Richard J. Flynn /s/Gerald C. McDonough

Richard J. Flynn Gerald C. McDonough

/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 cmpanies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series IV Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Devonshire Trust Fidelity U.S. Investments-Government Securities
Fidelity Financial Trust Fund, L.P.
Fidelity Fixed-Income Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Government Securities Fund Spartan U.S. Treasury Money Market
Fidelity Hastings Street Trust Fund
Fidelity Income Fund Variable Insurance Products Fund
Fidelity Institutional Trust Variable Insurance Products Fund II
Fidelity Investment Trust

</TABLE>

plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, 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 capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, 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 Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Ralph F. Cox October 20, 1993

Ralph F. Cox

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 Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series IV Fidelity School Street Trust
Fidelity Advisor Series VI Fidelity Select Portfolios
Fidelity Advisor Series VIII Fidelity Sterling Performance Portfolio, L.P.
Fidelity Beacon Street Trust Fidelity Trend Fund
Fidelity Capital Trust Fidelity Union Street Trust
Fidelity Commonwealth Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Contrafund Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Yen Performance Portfolio, L.P.
Fidelity Devonshire Trust Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Institutional Trust

</TABLE>

Phyllis Burke Davis

POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment cmpanies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Special Situations Fund
Fidelity Advisor Series IV Fidelity Sterling Performance Portfolio, L.P.
Fidelity Advisor Series VI Fidelity Trend Fund
Fidelity Advisor Series VII Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Advisor Series VIII Fidelity U.S. Investments-Government Securities
Fidelity Contrafund Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Yen Performance Portfolio, L.P.
Portfolio, L.P. Spartan U.S. Treasury Money Market
Fidelity Fixed-Income Trust Fund
Fidelity Government Securities Fund Variable Insurance Products Fund
Fidelity Hastings Street Trust Variable Insurance Products Fund II
Fidelity Institutional Trust

</TABLE>

Marvin L. Mann

DESIGNED FOR
YOU AND YOUR
INVESTMENT PROFESSIONAL
IN TODAY'S FAST-PACED MARKETS, PRUDENT,
INFORMED DECISIONS ARE THE KEY TO SUCCESSFUL
INVESTING. THE FIDELITY ADVISOR FUNDS PUT THE
RESOURCES OF ONE OF THE WORLD'S LARGEST MUTUAL
FUND MANAGERS AT THE SERVICE OF THE
INVEST-MENT PROFESSIONAL YOU HAVE CHOSEN TO
HELP YOU MAKE FINANCIAL DECISIONS. WE BELIEVE
YOUR INVESTMENT
PORTFOLIO AND YOUR INVESTMENT
RESULTS COULD BE STRONGER WITH THE PARTNERSHIP
OF FIDELITY(Registered trademark) AND YOUR INVESTMENT PROFESSIONAL.
LIMITED TERM
TAX-EXEMPT
FUND
ANNUAL REPORT
NOVEMBER 30, 1993
(Registered trademark)
Fidelity Distributors Corporation
82 Devonshire Street
Boston, MA 02109
(Registered trademark)
ATEPR-194A
PRESIDENT'S MESSAGE
Dear Shareholder:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993.
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - before taxes - to a retirement savings plan. They offer a
disciplined savings strategy, the ability to accumulate earnings
tax-deferred, and immediate tax savings. For example, if you earn $40,000 a
year and contribute 7% of your salary to your 401(k) plan, your annual
contribution is $2,800. That reduces your taxable income to $37,200 and, if
you're in the 28% tax bracket, saves you $784 in Federal taxes. In
addition, you pay no taxes on any earnings until withdrawal.
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year.
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal.
Third, consider tax-free investments like municipal bonds and municipal
bond funds. Often these can provide higher after-tax yields than comparable
taxable investments. For example, if you're in the new 36% Federal income
tax bracket and invest $10,000 in a taxable investment yielding 7%, you'll
pay $252 in Federal taxes and receive $448 in income. That same $10,000
invested in a tax-free bond fund yielding 5.5% would allow you to keep $550
in income.
These are three investment strategies that could help lower your tax bill
in 1994. Remember to contact your investment professional if you need help
with your investments.
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE UPDATE
$10,000 OVER LIFE OF FUND
Advisor Limited Term
Tax-Exempt - Retail (289) LB Municipal Bond Index
09/30/85 9525.00 10000.00
10/31/85 9768.56 10342.60
11/30/85 9955.40 10713.59
12/31/85 9980.92 10807.76
01/31/86 10339.66 11444.34
02/28/86 10513.59 11898.11
03/31/86 10579.22 11901.91
04/30/86 10625.58 11910.96
05/31/86 10531.04 11717.05
06/30/86 10637.13 11828.83
07/31/86 10664.19 11900.63
08/31/86 11016.18 12433.42
09/30/86 11062.59 12464.63
10/31/86 11292.67 12679.89
11/30/86 11387.94 12931.08
12/31/86 11349.71 12895.39
01/31/87 11552.33 13283.67
02/28/87 11682.08 13349.03
03/31/87 11621.03 13207.53
04/30/87 11146.26 12544.78
05/31/87 11139.32 12482.55
06/30/87 11347.33 12849.04
07/31/87 11480.43 12980.10
08/31/87 11505.12 13009.31
09/30/87 11138.00 12529.65
10/31/87 11241.38 12574.01
11/30/87 11498.92 12902.32
12/31/87 11613.73 13089.53
01/31/88 12030.20 13555.78
02/29/88 12079.27 13699.06
03/31/88 11902.66 13539.47
04/30/88 11962.49 13642.37
05/31/88 12000.34 13602.94
06/30/88 12084.69 13801.95
07/31/88 12147.57 13891.94
08/31/88 12153.38 13904.17
09/30/88 12286.74 14155.83
10/31/88 12432.90 14405.68
11/30/88 12392.45 14273.73
12/31/88 12470.65 14419.75
01/31/89 12596.85 14717.95
02/28/89 12521.62 14550.01
03/31/89 12481.91 14515.24
04/30/89 12658.34 14859.83
05/31/89 12847.36 15168.47
06/30/89 12988.37 15374.46
07/31/89 13117.99 15583.70
08/31/89 13075.49 15431.14
09/30/89 13072.90 15384.85
10/31/89 13177.74 15572.54
11/30/89 13321.92 15845.06
12/31/89 13441.99 15974.99
01/31/90 13398.15 15899.91
02/28/90 13517.12 16041.42
03/31/90 13540.15 16046.23
04/30/90 13400.91 15930.70
05/31/90 13645.24 16277.99
06/30/90 13758.21 16421.23
07/31/90 13924.24 16662.62
08/31/90 13843.28 16421.02
09/30/90 13880.36 16430.87
10/31/90 14035.58 16728.27
11/30/90 14259.53 17064.51
12/31/90 14298.01 17139.59
01/31/91 14457.67 17369.26
02/28/91 14589.30 17520.37
03/31/91 14599.10 17527.38
04/30/91 14731.45 17760.50
05/31/91 14849.46 17918.56
06/30/91 14858.49 17900.65
07/31/91 15007.31 18119.03
08/31/91 15127.23 18358.20
09/30/91 15219.94 18596.86
10/31/91 15383.38 18764.23
11/30/91 15422.15 18816.77
12/31/91 15676.99 19221.33
01/31/92 15786.51 19265.54
02/29/92 15804.62 19271.32
03/31/92 15744.19 19279.03
04/30/92 15854.31 19450.61
05/31/92 16028.20 19680.13
06/30/92 16238.55 20010.76
07/31/92 16588.27 20611.08
08/31/92 16465.62 20409.09
09/30/92 16607.45 20541.75
10/31/92 16489.29 20340.44
11/30/92 16790.59 20704.54
12/31/92 16810.87 20915.72
01/31/93 17002.02 21158.34
02/28/93 17474.07 21924.28
03/31/93 17300.75 21691.88
04/30/93 17422.42 21910.97
05/31/93 17495.75 22033.67
06/30/93 17680.16 22401.63
07/31/93 17700.24 22430.75
08/31/93 18025.91 22897.31
09/30/93 18212.39 23158.34
10/31/93 18229.49 23202.34
11/30/93 18087.38 22998.16
$10,000 OVER LIFE OF FUND: LET'S SAY THAT YOU INVESTED $10,000 IN FIDELITY
ADVISOR LIMITED TERM TAX-EXEMPT FUND (RETAIL CLASS) ON SEPTEMBER 30, 1985,
SHORTLY AFTER THE FUND STARTED AND PAID THE MAXIMUM 4.75% SALES CHARGE. BY
NOVEMBER 30, 1993, THE VALUE OF YOUR INVESTMENT WOULD HAVE GROWN TO $18,087
- - A 80.87% INCREASE ON YOUR INITIAL INVESTMENT. FOR COMPARISON, LOOK AT HOW
A $10,000 INVESTMENT IN THE LEHMAN BROTHERS MUNICIPAL BOND INDEX, AN
UNMANAGED INDEX (WITH DIVIDENDS REINVESTED) DID OVER THE SAME PERIOD. IT
WOULD HAVE GROWN TO $22,998 - A 129.98% INCREASE.
AVERAGE ANNUAL TOTAL RETURNS
ADVISOR
LIMITED TERM
TAX-EXEMPT
(RETAIL CLASS)
LEHMAN
BROTHERS
MUNICIPAL
BOND INDEX
FOR THE PERIOD ENDED NOVEMBER 30, 1993
One-year total return* 2.61% 11.09%
Five-year average annual total return* 6.81% 10.01%
Life of fund average annual total return* 7.44% n/a
FOR THE PERIOD ENDED NOVEMBER 30, 1993
One-year total return* 7.72% 11.09%
Five-year cumulative total return* 45.95% 61.12%
Life of fund cumulative total return* 89.17% n/a
CUMULATIVE TOTAL RETURNS
PERFORMANCE UPDATE - CONTINUED
ADVISOR
LIMITED TERM
TAX-EXEMPT
(RETAIL CLASS)
FOR THE PERIOD ENDED NOVEMBER 30, 1993
30-day annualized net yield 3.73%
Tax equivalent yield** 5.41%
One-year dividends per share 50.80(cents)
One-year dividend rate*** 4.87%
YIELD AND DIVIDENDS
ON SEPTEMBER 10, 1992, THE FUND COMMENCED SALES OF RETAIL CLASS SHARES.
ALL PERFORMANCE INFORMATION PRIOR TO SEPTEMBER 10, 1992 DOES NOT REFLECT
RETAIL CLASS' 12B-1 FEE AND REVISED TRANSFER AGENT FEE ARRANGEMENTS, WHICH
IF INCLUDED, WOULD LOWER RETAIL CLASS' PERFORMANCE.
* TOTAL RETURNS INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF
DIVIDENDS AND CAPITAL GAINS, IF ANY. CUMULATIVE TOTAL RETURNS DO NOT
REFLECT THE RETAIL CLASS' MAXIMUM 4.75% SALES CHARGE WHICH, IF INCLUDED,
WOULD HAVE RESULTED IN RETURNS OF 2.61% FOR ONE YEAR, 39.02% FOR FIVE
YEARS, AND 80.19% FOR THE LIFE OF FUND. AVERAGE ANNUAL TOTAL RETURNS ARE
LOAD ADJUSTED. FIGURES FOR MORE THAN ONE YEAR ASSUME A STEADY COMPOUNDED
RATE OF RETURN AND ARE NOT THE FUND'S YEAR-BY-YEAR RESULTS, WHICH
FLUCTUATED OVER THE PERIODS SHOWN. LIFE OF FUND FIGURES ARE FROM
COMMENCEMENT OF OPERATIONS, SEPTEMBER 19, 1985, TO THE PERIODS LISTED
ABOVE. THE LEHMAN BROTHERS MUNICIPAL BOND INDEX IS A BROAD MEASURE OF THE
PERFORMANCE OF THE TAX-FREE BOND MARKET. IT INCLUDES REINVESTED DIVIDENDS
AND CAPITAL GAINS.
FOR THE PERIOD ENDED NOVEMBER 30, 1993, FIDELITY ADVISOR INSTITUTIONAL
LIMITED TERM TAX-EXEMPT (INSTITUTIONAL CLASS) SHARES' CUMULATIVE TOTAL
RETURNS WERE 8.01%, 46.53%, AND 89.91% FOR ONE YEAR, FIVE YEARS, AND LIFE
OF FUND, RESPECTIVELY. FOR THE PERIOD ENDED NOVEMBER 30, 1993,
INSTITUTIONAL CLASS SHARES' AVERAGE ANNUAL TOTAL RETURNS WERE 8.01%, 7.94%,
AND 8.13% FOR ONE YEAR, FIVE YEARS, AND LIFE OF FUND, RESPECTIVELY.
IF THE ADVISER HAD NOT REDUCED CERTAIN FUND EXPENSES DURING THE PERIODS
SHOWN, TOTAL RETURNS WOULD HAVE BEEN LOWER.
** THE TAX EQUIVALENT YIELD SHOWS THE YIELD YOU WOULD HAVE EARNED ON A
TAXABLE INVESTMENT TO EQUAL THE FUND'S TAX-FREE
YIELD. IT IS BASED ON A 31% FEDERAL INCOME TAX RATE.
*** THE DIVIDEND RATE REFLECTS ACTUAL DIVIDENDS PAID DURING THE PERIOD. IT
IS BASED ON AN AVERAGE SHARE PRICE OF $10.44.
ALL PERFORMANCE NUMBERS ARE HISTORICAL; THE FUND'S SHARE PRICE, YIELD AND
RETURN WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES.
MARKET RECAP
Generally, interest rates fell during the year ended November 30, 1993. As
a result, bond prices rose and most fixed-income investors - including
those in tax-free bonds - enjoyed attractive returns. The period began amid
expectations of higher interest rates to come. This was based on signs that
the economic recovery was finally taking hold, as well as uncertainty over
the spending plans of the president-elect. But as President Clinton
promised to tackle the deficit and fight inflation, the bond market
signaled its approval. The yield on the benchmark 30-year Treasury bond
declined steadily and reached a historic low of 5.79% in mid-October. By
the end of the period, as inflation fears returned, the 30-year bond was
yielding 6.30%. Two factors affected tax-free bonds specifically: On the
positive side, higher federal taxes - discussed all year and approved in
August - boosted demand. At the same time, record new issuance kept
supplies high, which somewhat dampened prices. Overall during the period,
tax-free bonds performed well compared to other fixed-income investments.
The Lehman Brothers Municipal Bond Index - a broad measure of the tax-free
bond market - rose 11.09%. By comparison, the Lehman Brothers Aggregate
Bond Index - which tracks investment-grade taxable bonds - rose only
10.89%, due in part to relatively poor performance by mortgage-backed
securities.

AN INTERVIEW WITH
JACK HALEY,
PORTFOLIO MANAGER OF
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND
Q. JACK, HOW DID THE FUND PERFORM?
A. Not as well as its peers. The fund's total return for the fiscal year
ended November 30, 1993 was 7.72%. During the same period, the average
intermediate municipal bond fund returned 9.52%, according to Lipper
Analytical Services.
Q. WHY DID THE FUND LAG?
A. For most of the year, the fund's assets were declining. To satisfy
redemptions, I had to keep more cash on hand than I would have liked. That
kept the fund's duration low: around six years, which was shorter than the
group average. Duration measures volatility. Through most of the past year,
when interest rates were falling and bond prices were rising, a longer
duration would have produced higher returns. Then in September, as the
fund's assets began climbing again, I took the opportunity to extend
duration. I continued in that vein - reaching 7.3 years by the end of
November - even as interest rates rose slightly in October and November.
While that hurt the fund in the short term, my goal was to set the stage
for stronger performance in the months to come.
Q. WHILE YOU'VE EXTENDED THE FUND'S DURATION, YOU'VE ALSO SOLD LONG-TERM
BONDS WITH A MATURITY OF 20 YEARS OR MORE. WHY?
A. Bonds that mature in 15-20 years currently offer almost as much yield as
bonds with maturities of 20 years or longer. But if interest rates rise and
bond prices fall, the shorter-term bonds have less downside risk. Given
that, I see little advantage to owning the longer-term bonds. Especially
when I can extend the fund's duration in other ways: by buying non-callable
bonds, which can't be prepaid; and zero-coupon bonds, which pay no interest
until maturity.
Q. YOU'VE BEEN BUYING A LOT OF CALIFORNIA BONDS LATELY. WHY?
A. Conditions in California are looking up. The state was operating within
about 1% of budget through the first quarter of its fiscal year, a big
improvement compared to all the red ink we've seen in recent years. I've
been adding to the fund's stake steadily for the last six months.
California bonds totaled 14.2% of the fund at the end of November, up from
less than 3% a year ago. Earlier in the year, I bought mainly high-quality
issues - insured bonds and AA-rated utility bonds. Recently, though, I've
begun selling the AAA insureds and buying single-A bonds; as economic
conditions improve in California, lower-rated bonds may have more
price-gain potential. So far, I have de-emphasized Southern California,
where I feel the recovery will lag the rest of the state, and focused
instead on state-agency bonds and Northern California local government
issues. I don't expect a rapid turnaround, but I do think now is a good
time to begin building a core position for the future.
Q. YOU'VE ALSO BEEN ADDING TO THE FUND'S STAKE IN EDUCATION BONDS - 16.3%
AT THE END OF NOVEMBER. WHY ARE THEY ATTRACTIVE?
A. Student loan bonds have largely replaced housing bonds over the last
year, as refinancings have made housing bonds progressively less
attractive. Student loan bonds may underperform other bonds in a rally; but
in a flat interest-rate environment - which I'm expecting as we head into
1994 - they can provide the fund with extra income. Some of the AA-rated
student-loan bonds I've bought lately offer three-quarters of a percentage
point more yield than comparable-maturity, AAA-rated general obligation
bonds, or GOs. GOs provide operating revenues for states and municipalities
and are funded by tax dollars. Looking ahead, if President Clinton succeeds
in reforming the way students finance their college education, that may
spell the end of student loan bonds in their present form. If so, we could
see a developing supply/demand imbalance, and ultimately higher prices.
Q. WHAT CAN WE EXPECT GOING FORWARD?
A. By the end of November, the fund was emerging from a difficult period
marked by net redemptions and declining assets. The fund has begun growing
again at an advantageous time, since the outlook for the municipal bond
market is reasonably bright. A further sharp drop in interest rates is
unlikely, but so is a sharp increase. As we enter 1994, I anticipate slow
to moderate economic growth in the first quarter and less worry about
inflation, both of which would be good for bonds. Munis in particular are
likely to benefit from reduced supply and increased demand stimulated by
higher taxes and the backing of high-coupon bonds that will likely be
called on January 1. I'll probably target a neutral to a slightly
aggressive duration - somewhere around seven years - and continue to
emphasize California bonds.
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND
INVESTMENTS/NOVEMBER 30, 1993
(Showing Percentage of Total Value of Investment in Securities)

PRINCIPAL VALUE
AMOUNT (NOTE 1)
MUNICIPAL BONDS - 88.1%
ALASKA - 1.2%
North Slope Borough Series B, 0% 1/1/03, (MBIA Insured) $ 1,000,000 $
635,000 662523RR
ARIZONA - 2.1%
Maricopa County Ind. Dev. Auth. Hosp. Facs. Rev. Rfdg. (Samaritan Health
Svcs.) Series B, 6.90% 12/1/99,
(MBIA Insured) 1,000,000 1,120,000 566820GB
CALIFORNIA - 14.2%
California Pub. Wrks. Board Lease Rev.:
Rfdg. (Dept. Corrections State Prisons) Series A, 5% 12/1/01 500,000
504,375 13068GNR
(California Univ. Proj.) Series A, 5.50% 6/1/10 1,000,000 995,000
13068GRE
East Bay Muni. Util. Dist. Wtr. Sys. Rev. Rfdg. 5% 6/1/14, (MBIA Insured)
750,000 697,500 271014GG
Fresno Swr. Rev. Series A-1, 6.25% 9/1/14, (AMBAC Insured) 1,250,000
1,373,437 358229CJ
Los Angeles County Ctfs. of Prtn. (Disney Parking Proj.):
0% 9/1/02 630,000 388,238 5446633M
0% 9/1/04 970,000 525,012 5446633R
0% 9/1/05 1,395,000 704,475 5446633T
0% 9/1/07 1,000,000 456,250 5446633W
Sacramento County Fing. Auth. Lease Rev. Rfdg. Series A, 5.375% 11/1/14,
(AMBAC Insured) 1,000,000 987,500 785846BL
Sacramento Muni. Util. Dist. Elec. Rev. 7.47% 11/15/08, (FGIC Insured)
(a)(d) 1,000,000 1,028,750 7860042C
7,660,537
COLORADO - 4.1%
Adams County Single Family Mtg. Rev. Rfdg. Series A-2, 8.70% 6/1/12, (FSA
Insured) 1,000,000 1,126,250 005706JS
Colorado Univ. Hosp. Auth. Hosp. Rev. Series A, 5.80% 11/15/03, (AMBAC
Insured) 1,000,000 1,077,500 914173AJ
2,203,750
DISTRICT OF COLUMBIA - 1.9%
District of Columbia Gen. Oblig. Rfdg. Series B, 5.10% 6/1/03, (AMBAC
Insured) 1,000,000 1,007,500 254760ZC
FLORIDA - 4.9%
Broward County Arpt. Sys. Rev. Rfdg. Series C, 5.25% 10/1/09, (AMBAC
Insured) 500,000 491,250 114894BL
Florida Tpk. Auth. Tpk. Rev. Rfdg. Series A, 5.25% 7/1/07, (FGIC Insured)
1,000,000 1,005,000 343136EX
Palm Beach County Solid Waste Auth. Rev. Series 1984, 7.75% 7/1/98, (MBIA
Insured) 1,000,000 1,137,500 696560BY
2,633,750
ILLINOIS - 3.8%
Chicago Single Family Mtg. Rev. (Cap. Appreciation) Series A, 0% 12/1/16,
(FGIC Insured) (b) 3,515,000 404,225 167685EF
Illinois Health Facs. Auth. Rev. Rfdg. (Felician Health Care, Inc.) Series
A, 6.85% 1/1/00, (AMBAC Insured) 1,000,000 1,105,000 45201HZC
Illinois Univ. Rev. (Auxiliary Facs. Sys.) 0% 4/1/07, (MBIA Insured)
1,135,000 546,219 914353EU
2,055,444
IOWA - 2.0%
Iowa Student Loan Liquidity Corp. Student Loan Rev. Series A, 6.35% 3/1/01
1,000,000 1,076,250 462590BT
KENTUCKY - 3.3%
Kentucky Higher Ed. Student Loan Corp. Insured Student Loan Rev. Series A,
4.70% 12/1/00 1,000,000 995,000 491303GJ
Owensboro Elec. Lt. & Pwr. Rev. Rfdg. Series B, 0% 7/1/02, (AMBAC
Insured) 1,190,000 779,450 691021HU
1,774,450
LOUISIANA - 2.0%
Louisiana Pub. Facs. Auth. Rev. Student Loan Sr. Series A-1, 6.20% 3/1/01
1,000,000 1,062,500 54640AJY
PRINCIPAL VALUE
AMOUNT (NOTE 1)
MUNICIPAL BONDS - CONTINUED
MARYLAND - 3.4%
Maryland Health & Higher Edl. Facs. Auth. Rev. (Sinai Hosp. Baltimore)
5.25% 7/1/19, (AMBAC Insured) $ 500,000 $ 478,125 574216FG
Northeast Waste Disp. Auth. Resources Recovery Rev. Rfdg. (Southwest
Resources Recovery Fac.) 7% 1/1/01,
(MBIA Insured) 500,000 566,875 664252BQ
Prince George's County Rfdg. Consolidated Pub. Impt. Ltd. Tax 5% 10/1/03
750,000 763,125 741701BG
1,808,125
MASSACHUSETTS - 9.3%
Massachusetts Gen. Oblig.:
Rfdg. Ltd. Tax Series B, 5.20% 11/1/04 400,000 409,500 575826AM
(Dedicated Income Tax) Series A, 7.875% 6/1/97 1,000,000 1,081,250
575825VX
Massachusetts Health & Edl. Facs. Auth. Rev. Rfdg. (Boston College)
Series K, 5.125% 6/1/08 1,000,000 973,750 5758512C
Massachusetts Ind. Fin. Agcy. Rev. (Cap. Appreciation) (Massachusetts
Biomedical Research) Series A-1:
0% 8/1/00 (b) 1,100,000 785,125 575914DV
0% 8/1/02 1,600,000 1,010,000 575914DY
New England Ed. Loan Marketing Corp. Massachusetts Student Loan Rev. Rfdg.
Series B, 5.40% 6/1/00 700,000 720,125 643898BG
4,979,750
MULTIPLE STATES - 3.0%
New England Ed. Loan Marketing Corp. Student Loan Rev. Rfdg. Sr. Issue
Series A, 6.50% 9/1/02 1,000,000 1,101,250 643898AT
Washington Metropolitan Area Trans. Auth. Gross Rev. Rfdg. 6% 7/1/08, (FGIC
Insured) 500,000 541,250 938782BE
1,642,500
NEW JERSEY - 5.7%
Hudson County Util. Auth. Util. Sys. Rev. 10% 7/1/11, (Pre-Refunded to
7/1/02 @ 100) (c) 1,000,000 1,370,000 443736AR
New Jersey Health Care Facs. Fing. Auth. Rev. (Shore Mem. Hosp.) Series C,
7.30% 7/1/99, (MBIA Insured) 1,500,000 1,674,375 645793QJ
3,044,375
NEW YORK - 3.2%
New York City Muni. Wtr. Fin. Auth. Wtr. & Swr. Sys. 5.125% 6/15/04
1,000,000 988,750 649706ZV
New York State Local Govt. Assistance Corp. Rfdg. Series C, 5.50% 4/1/17
745,000 734,756 649876JN
1,723,506
NORTH CAROLINA - 2.1%
North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev. Rfdg. Series B, 7%
1/1/08 500,000 571,250 658196NW
North Carolina Muni. Pwr. Agcy. #1 Catawba Elec. Rev. Rfdg. 6% 1/1/04
500,000 533,750 658203QD
1,105,000
PENNSYLVANIA - 4.1%
Pennsylvania Hsg. Fin. Agcy. Rfdg. (Residential Dev. Section 8) Series A,
7% 7/1/01 1,000,000 1,087,500 708791ZL
Philadelphia Muni. Auth. Rev. (Justice Lease) Series A, 6.80% 11/15/02,
(MBIA Insured) 1,000,000 1,130,000 717904DS
2,217,500
RHODE ISLAND - 2.0%
Rhode Island Student Loan Auth. Student Loan Rev. Rfdg. Series A, 6.55%
12/1/00 (b) 1,000,000 1,066,250 762315AQ
TEXAS - 10.2%
Austin Util. Sys. Rev. Rfdg. Series A, 6% 11/15/06, (MBIA Insured)
1,000,000 1,083,750 052473T6
North East Independent School Dist. Rfdg. Series D, 0% 2/1/00 4,565,000
3,412,338 659154YL
Port Arthur Hsg. Fin. Corp. Single Family Mtg. Rev. Rfdg. 8.70% 3/1/12
895,000 976,669 733500BV
5,472,757
PRINCIPAL VALUE
AMOUNT (NOTE 1)
MUNICIPAL BONDS - CONTINUED
VIRGINIA - 2.8%
Portsmouth Pub. Impt. Rfdg. 5% 8/1/02 $ 1,000,000 $ 1,020,000 737237L9
Virginia Trans. Board of Trans. Contract Rev. Rfdg. (U.S. Route 58 Corridor
Prog.) Series A, 5% 5/15/04 500,000 500,625 928184DF
1,520,625
WASHINGTON - 2.8%
Washington Pub. Pwr. Supply Sys. Nuclear Proj. #1 Rev. Rfdg. Series A,
5.10% 7/1/00 1,500,000 1,530,000 939827QL
TOTAL MUNICIPAL BONDS (Cost $45,410,869) 47,339,569
MUNICIPAL NOTES (a) - 11.9%
FLORIDA - 2.8%
Dade County Health Facs. Auth. Hosp. Rev. (Miami Children's Hosp. Proj.)
Series 1990, 2.35%, LOC Barnett Bank, South
Florida, VRDN 1,500,000 1,500,000 233904KQ
INDIANA - 2.2%
Indiana Health Facs. Fing. Auth. Rev. (Cap. Access Designated Pool) Series
1991, 2.20%, LOC Comerica Bank, Detroit,
VRDN 1,200,000 1,200,000 454798CQ
NORTH DAKOTA - 1.9%
Grand Forks Health Care Facs. Rev. (United Hosp. Oblig. Group) Series
1992-B, 1.90%, LOC Fuji Bank, VRDN 1,000,000 1,000,000 385466AS
OHIO - 2.2%
Ohio State Univ. Rev. (Gen. Receipts) Series 1986 B, 2.10%, BPA Fuji Bank,
VRDN 1,200,000 1,200,000 677653QZ
PENNSYLVANIA - 2.8%
Schuylkill County Ind. Dev. Auth. Resources Recovery Rev. (Westwood Energy
Prop.) Series 1985, 2.10%, LOC Fuji Bank,
VRDN 1,500,000 1,500,000 80839TAA
TOTAL MUNICIPAL NOTES (Cost $6,400,000) 6,400,000
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $51,810,869) $ 53,739,569
Futures Contracts
EXPIRATION UNDERLYING FACE UNREALIZED
DATE AMOUNT AT VALUE GAIN/(LOSS)
PURCHASED
20 U.S. Treasury Note Contracts March 1994 $ 2,246,876 $ (6,432)
THE VALUE OF FUTURES CONTRACTS SOLD AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 4.2%
SECURITY TYPE ABBREVIATIONS:
VRDN - Variable Rate Demand Notes
LEGEND:
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(b) A portion of the security was pledged to cover margin requirements for
futures contracts. At the period end, the value of securities pledged
amounted to $486,500.
(c) Security collateralized by an amount sufficient to pay interest and
principal.
(d) Inverse floating rate security is a security where the coupon is
inversely indexed to a floating interest rate multiplied by a specified
factor. If the floating rate is high enough, the coupon rate may be zero or
be a negative amount that is carried forward to reduce future interest
and/or principal payments. The price may be considerably more volatile than
the price of a comparable fixed rate security.
OTHER INFORMATION:
The composition of long-term debt holdings as a percentage of total value
of investment in securities for the period ended is as follows (ratings are
unaudited):
MOODY'S S&P
RATINGS RATINGS
Aaa, Aa, A 88.1% AAA, AA, A 78.3%
Baa 0.0% BBB 0.0%
Ba 0.0% BB 0.0%
B 0.0% B 0.0%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
D 0.0%

Statement of Assets and Liabilities

DRAFT

<TABLE>
<CAPTION>
<S> <C> <C>
November 30, 1993

ASSETS

Investment in securities, at value (cost $51,810,869) (Note 1) - See accompanying schedule $ 53,739,569

Cash 2,391,579

Interest receivable 736,508

Receivable from investment adviser for expense reductions (Note 5) 6,696

Total assets 56,874,352

LIABILITIES

Payable for investments purchased $ 1,346,305

Payable for fund shares redeemed 472,491

Dividends payable 106,429

Accrued management fee 17,955

Payable for daily variation on futures contracts 5,716

Other payables and accrued expenses 49,254

Total liabilities 1,998,150

NET ASSETS $ 54,876,202

Net Assets consist of:

Paid in capital $ 50,654,567

Accumulated undistributed net realized gain (loss) on investments 2,299,367

Net unrealized appreciation (depreciation) on:

Investment securities 1,928,700

Futures contracts (6,432)

NET ASSETS $ 54,876,202

CALCULATION OF MAXIMUM $10.46
OFFERING PRICE
INSTITUTIONAL CLASS
NET ASSET VALUE, offering price
and redemption price per share
($15,076,139 (divided by) 1,441,700
shares)

RETAIL CLASS $10.46
NET ASSET VALUE, and redemption
price per share ($39,800,063 (divided by)
3,806,354 shares)

Maximum offering price per share (100/95.25 of $10.46) $10.98

</TABLE>

Statement of Operations

DRAFT

<TABLE>
<CAPTION>
<S> <C> <C>
Year Ended November 30, 1993

INTEREST INCOME $ 2,124,173

EXPENSES

Management fee (Note 4) $ 156,087

Transfer agent fees (Note 4) 11,310
Institutional Class

Retail Class 20,990

Distribution fees - Retail Class (Note 4) 38,552

Accounting fees and expenses (Note 4) 49,534

Non-interested trustees' compensation 250

Custodian fees and expenses 4,031

Registration fees 23,941
Institutional Class

Retail Class 47,410

Audit 26,416

Legal 13,839

Miscellaneous 256

Total expenses before reductions 392,616

Expense reductions (Note 5) (110,001) 282,615

Net interest income 1,841,558

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 3)
Net realized gain (loss) on:

Investment securities 203,051

Futures contracts 18,592 221,643

Change in net unrealized appreciation (depreciation) on:

Investment securities 458,224

Futures contracts (19,618) 438,606

Net gain (loss) 660,249

Net increase (decrease) in net assets resulting from operations $ 2,501,807

</TABLE>

Statement of Changes in Net Assets

DRAFT

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED NOVEMBER 30,

1993 1992

INCREASE (DECREASE) IN NET ASSETS

Operations $ 1,841,558 $ 3,843,199
Net interest income

Net realized gain (loss) on investments 221,643 5,234,296

Change in net unrealized appreciation (depreciation) on investments 438,606 (3,763,918)

Net increase (decrease) in net assets resulting from operations 2,501,807 5,313,577

Distributions to shareholders from:
Net interest income

Institutional Class (511,980) (3,832,070)

Retail Class (1,329,578) (11,129)

Net realized gain

Institutional Class (2,190,378) -

Retail Class (143,697) -

Share transactions - net increase (decrease) (Note 6) 26,369,495 (71,584,059)

Total increase (decrease) in net assets 24,695,669 (70,113,681)

NET ASSETS

Beginning of period 30,180,533 100,294,214

End of period $ 54,876,202 $ 30,180,533

</TABLE>

FINANCIAL HIGHLIGHTS - Retail Class

DRAFT

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED NOVEMBER 30,

1993 1992**

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 11.080 $ 11.010

Income from Investment Operations

Net interest income .508 .131

Net realized and unrealized gain (loss) on investments .260 .070

Total from investment operations .768 .201

Less Distributions

From net interest income (.508) (.131)

From net realized gain (.880) -

Total distributions (1.388) (.131)

Net asset value, end of period $ 10.460 $ 11.080

TOTAL RETURN (dagger)(double dagger) 7.72% 1.37%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 39,800 $ 1,752

Ratio of expenses to average net assets (diamond) .90% 1.04%*

Ratio of expenses to average net assets before expense reductions (diamond) 1.36% 1.06%*

Ratio of net interest income to average net assets 4.76% 5.65%*

Portfolio turnover 46% 36%*

</TABLE>

* ANNUALIZED
** FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALES OF RETAIL
CLASS SHARES) TO NOVEMBER 30, 1992.
(dagger) TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
(double dagger) THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
(diamond) SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 1993

40. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Limited Term Tax-Exempt Fund (the fund) is a fund of
Fidelity Advisor Series VI (the trust) (formerly Fidelity Oliver Street
Trust) and is authorized to issue an unlimited number of shares. The trust
is registered under the Investment Company Act of 1940, as amended (the
1940 Act), as an open-end management investment company organized as a
Massachusetts business trust.
The fund offers both Institutional Class and Retail Class shares which have
equal rights as to earnings, assets and voting privileges except that each
class bears different distribution and transfer agent expenses and certain
registration fees. Each class has exclusive voting rights with respect to
its distribution plans.
The following summarizes the significant accounting policies of the fund:
ALLOCATED EARNINGS AND EXPENSES. Investment income, expenses (other than
expenses incurred under each class's Distribution and Service Plans,
Transfer Agent Agreements and certain registration fees) and realized and
unrealized gains or losses on investments are allocated to each class of
shares based upon their relative net assets.
SECURITY VALUATION. Securities are valued based upon a computerized matrix
system and/or appraisals by a pricing service, both of which consider
market transactions and dealer-supplied valuations. Short-term securities
maturing within sixty days are valued either at amortized cost or original
cost plus accrued interest, both of which approximate current value.
Securities for which quotations are not readily available through the
pricing service are valued at their fair value as determined in good faith
under consistently applied procedures under the general supervision of the
Board of Trustees.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are declared daily and paid
monthly from net interest income. Distributions from realized gains, if
any, are recorded on the ex-dividend date.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
41. OPERATING POLICIES.
FUTURES CONTRACTS AND OPTIONS. The fund may invest in futures contracts and
write options. These investments involve, to varying degrees, elements of
market risk and risks in excess of the amount recognized in the Statement
of Assets and Liabilities. The face or contract amounts reflect the extent
of the involvement the fund has in the particular classes of instruments.
Risks may be caused by an imperfect correlation between movements in the
price of the instruments and the price of the underlying securities and
interest rates. Risks also may arise if there is an illiquid secondary
market for the instruments, or due to the inability of counterparties to
perform.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Options traded
on an exchange are valued using the last sale price or, in the absence of a
sale, the last offering price. Options traded over-the-counter are valued
using dealer-supplied valuations.
42. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $33,080,602 and $15,902,467, respectively.
The face value of futures contracts opened and closed amounted to
$10,795,068 and $8,541,760, respectively.
43. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (FMR) receives a monthly fee that is calculated on the
basis of a group fee rate plus a fixed individual fund fee rate applied to
the average net assets of the fund. The group fee rate is the weighted
average of a series of rates ranging from .15% to .37% and is based on the
monthly average net assets of all the mutual funds advised by FMR. The
annual individual fund fee rate is .25%. For the period, the management fee
was equivalent to an annual rate of .42% of average net assets.
The Board of Trustees approved a new group fee rate schedule with rates
ranging from .1325% to .3700%. Effective November 1, 1993, FMR has
voluntarily agreed to implement this new group fee rate schedule as it
results in the same or a lower management fee.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, the
Retail Class pays Fidelity Distributors Corporation (FDC), an affiliate of
FMR, a distribution and service fee that is based on an annual rate of .25%
of its average net assets. For the period, the Retail Class paid FDC
$38,552 all of which was paid to securities dealers, banks and other
financial institutions for selling shares of the Retail Class and providing
shareholder support services.
In addition, FMR or FDC may use its resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $1,134 for the
period.
SALES LOAD. FDC received sales charges for selling shares of the Retail
Class. The sales charge rates ranged from 2.00% to 4.75% based on purchase
amounts of less than $1,000,000. Purchase amounts of $1,000,000 or more are
not charged a sales load. For the period, FDC received $669,395 of which
$571,954 was paid to securities dealers, banks and other financial
institutions.
TRANSFER AGENT AND ACCOUNTING FEES. United Missouri Bank, N.A. (the Bank)
is the custodian and transfer and shareholder servicing agent for the fund.
The Bank has entered into a sub-contracts with Fidelity Investments
Institutional Operations Company (FIIOC), an affiliate of FMR, and State
Street Bank and Trust Company (SSB) to perform the transfer, dividend
disbursing and shareholder servicing agent functions for the Institutional
Class and Retail Class, respectively. Under revised fee schedules which
became effective January 1, 1993, FIIOC and SSB receive fees based on the
type, size, number of accounts and the number of transactions made by
shareholders. FIIOC, on behalf of SSB, collects fees from the fund and pays
SSB for its services. FIIOC pays for typesetting, printing and mailing of
all shareholder reports, except proxy statements.
The Bank also has a sub-contract with Fidelity Service Co. (FSC), an
affiliate of FMR, under which FSC maintains the fund's accounting records.
The fee is based on the level of average net assets for the month plus
out-of-pocket expenses. For the period, FSC received accounting fees
amounting to $45,724.
44. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the fund for total operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) above an annual rate of .65% and .90% of average net assets for
the Institutional Class and Retail Class, respectively. For the period, the
reimbursement reduced expenses by $39,011 and $70,990 for the Institutional
Class and Retail Class, respectively.
45. SHARE TRANSACTIONS.
Share transactions for both classes were as follows:
SHARES DOLLARS
YEARS ENDED NOVEMBER 30, YEARS ENDED NOVEMBER 30,
1993 1992 (A) 1993 1992 (A)
INSTITUTIONAL CLASS
Shares sold 1,304,786 1,097,145 $ 13,459,923 $ 11,631,215
Reinvestment of distributions from:
Net interest income 16,630 56,227 172,322 615,318
Net realized gain 29,782 - 301,993 -
Shares redeemed (2,475,469) (7,871,894) (25,708,464) (85,570,333)
Net increase (decrease) (1,124,271) (6,718,522) $ (11,774,226) $
(73,323,800)
RETAIL CLASS
Shares sold 3,977,874 236,060 $ 41,639,361 $ 2,600,609
Reinvestment of distributions from:
Net interest income 42,142 533 441,120 -
Net realized gain 10,264 - 104,073 5,880
Shares redeemed (382,039) (78,480) (4,040,833) (866,748)
Net increase (decrease) 3,648,241 158,113 $ 38,143,721 $ 1,739,741
(a) Share transactions for the Retail Class are for the period September
10, 1992 (commencement of sale of shares) to November 30, 1992.

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE
SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO
PROSPECTIVE INVESTORS IN THE FUND UNLESS
PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR
FIDELITY DISTRIBUTORS CORPORATION IS A
BANK AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED BY
THE FDIC.
REPORT OF INDEPENDENT ACCOUNTANTS

THE FIDELITY ADVISOR FUND FAMILY
ASK YOUR INVESTMENT PROFESSIONAL ABOUT THE ADVISOR FUND OR FUNDS THAT BEST
SUIT YOUR INVESTMENT NEEDS.
INCOME
GROWTH
EQUITY FUNDS
Fidelity Advisor Overseas Fund
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Strategic Opportunities Fund(dagger)
Fidelity Advisor Global Resources Fund(dagger)(dagger)
GROWTH AND INCOME FUNDS
Fidelity Advisor Equity Portfolio Income
Fidelity Advisor Income & Growth Fund
FIXED-INCOME FUNDS
Fidelity Advisor High Yield Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Advisor Short Fixed-Income Fund
TAX-EXEMPT FUNDS
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Limited Term Tax-Exempt Fund
MONEY MARKET FUNDS
Daily Money Fund: Money Market Portfolio
Daily Money Fund: U.S. Treasury Portfolio
Daily Tax-Exempt Money Fund
ABOUT THESE CHARTS. The bar graphs shown above are intended as a relative
comparison of current income and growth potential among the various fund
types. The graphs are based solely on the general investment objective of
each fund category and do not represent actual or implied fund performance
or
portfolio composition.
(dagger) Formerly the Fidelity Special Situations Fund: Advisor Class.
(dagger)(dagger) Formerly the Fidelity Advisor Global Natural Resources
Portfolio.

FIDELITY OLIVER STREET TRUST
SERVICE AGREEMENT WITH UNITED MISSOURI BANK, N.A.
Required authorizations and approvals having been obtained, agreement is
hereby made this 12th day of March, 1992 by and between United Missouri
Bank, N.A., with principal offices at 1010 Grand Avenue, Kansas City,
Missouri, and Fidelity Oliver Street Trust (the Fund) a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (Portfolio(s)) with principal offices at 82 Devonshire Street,
Boston, MA, on behalf of Fidelity Advisor Tax-Exempt Portfolio.
Reference to the Fund, when applicable to one or more Portfolios of the
Fund, shall refer to any such Portfolio;
1. Appointments. The Fund hereby appoints and employs United Missouri
Bank, N.A. as agent to provide those services described in the schedules
attached to this Agreement for the Fund upon notice in writing that the
Fund requests such services. United Missouri Bank, N.A. shall perform the
obligations and the services set forth in the attached schedules upon the
terms and conditions hereinafter set forth.
2. Documents. The Fund has furnished United Missouri Bank, N.A. copies
of the Fund's Trust Instrument, Bylaws, a form of Advisory and Service or
Management Contract, Custodian Contract, current Prospectus and Statement
of Additional Information (the Prospectus), any other governing documents
and all forms relating to any plan, program or service offered by the Fund.
The Fund shall furnish promptly to United Missouri Bank, N.A. a copy of any
amendment or supplement to the above-mentioned documents. The Fund shall
furnish to United Missouri Bank, N.A. any additional documents requested by
it as necessary for it to perform the services required hereunder.
3. Services to be Performed. United Missouri Bank, N.A. shall be
responsible for performing as agent, as of the date of this Agreement, the
services described in the following schedules attached hereto and made a
part hereof, as said schedules may be amended from time to time:
Schedule B: Agent for pricing and bookkeeping.
Schedule C: Agent for securities lending transactions.
Operating procedures and standards to be followed for each function may be
established from time to time by agreement between the Fund and United
Missouri Bank, N.A.. The above schedules may be amended or deleted, or
additional schedules may be included, as deemed necessary from time to time
by agreement between the Fund and United Missouri Bank, N.A.. Deletion of
any schedule shall be in accordance with the termination provisions of
Paragraph 15 of this Agreement. Each schedule and any amendments thereto
shall be dated and signed by the parties to this Agreement.
4. Record Keeping and Other Information. United Missouri Bank, N.A.
shall create and maintain all records required by all applicable laws,
rules and regulations relating to the services to be performed as set forth
in the schedules attached hereto, including but not limited to records
required by Section 31(a) of the Investment Company Act of 1940 and the
Rules thereunder, as the same may be amended from time to time. All
records shall be the property of the Fund and shall be available for
inspection and use by the Fund at all times. Where applicable, such
records shall be maintained by United Missouri Bank, N.A. for the periods
and in the places required by Rule 31a-2 under the Investment Company Act
of 1940.
5. Audits, Inspections and Visits. United Missouri Bank, N.A. shall make
available during regular business hours all records and other data created
and maintained pursuant to this Agreement for reasonable audit and
inspection by the Fund, any agent or person designated by the Fund, or any
regulatory agency having authority over the Fund. Upon reasonable notice
by the Fund, United Missouri Bank, N.A. shall make available during regular
business hours its facilities and premises employed in connection with its
performance of this Agreement for reasonable visits by the Fund, any agent
or person designated by the Fund, or any regulatory agency having authority
over the Fund.
6. Compensation. For the performance of its obligations hereunder, the
Fund shall pay United Missouri Bank, N.A. in accordance with the fee
arrangements described in each schedule attached hereto.
7. Appointment of Agents. United Missouri Bank, N.A., at its expense, may
at any time or times in its discretion appoint (and may at any time remove)
one or more other parties as Agent to perform any or all of the services
specified hereunder and carry out such provisions of this Agreement as
United Missouri Bank, N.A. may from time to time direct; provided, however,
that the appointment of any such Agent (other than Fidelity Service
Company) shall not relieve United Missouri Bank, N.A. of any of its
responsibilities or liabilities hereunder.
8. Use of United Missouri Bank, N.A.'s Name. The Fund shall not use the
name of United Missouri Bank, N.A. in any Prospectus, sales literature or
other material relating to the Fund in a manner not consented to prior to
use; provided, however, that United Missouri Bank, N.A. shall approve all
uses of its name which merely refer in accurate terms to its appointments,
duties or fees hereunder or which are required by the Securities and
Exchange Commission or a state securities commission; and further provided,
that in no event shall such approval be unreasonably withheld.
9. Use of Fund's Name. United Missouri Bank, N.A. shall not use the name
of the Fund or material relating to the Fund on any forms (including any
checks, bank drafts or bank statements) for other than internal use in a
manner not consented to prior to use, provided, however, that the Fund
shall approve all uses of its name which merely refer in accurate terms to
the appointment of United Missouri Bank, N.A. hereunder or which are
required by the Securities and Exchange Commission or a state securities
commission; and further, provided that in no event shall such approval be
unreasonably withheld.
10. Security. United Missouri Bank, N.A. represents and warrants that,
to the best of its knowledge, the various procedures and systems which
United Missouri Bank, N.A. has implemented with regard to the safeguarding
from loss or damage attributable to fire, theft or any other cause
(including provision for twenty-four hours a day restricted access) of the
Fund's blank checks, certificates, records and other data and United
Missouri Bank, N.A.'s records, data, equipment, facilities and other
property used in the performance of its obligations hereunder are adequate,
and that it will make such changes therein from time to time as in its
judgment are required for the secure performance of its obligations
hereunder. United Missouri Bank, N.A. shall review such systems and
procedures on a periodic basis and the Fund shall have access to review
these systems and procedures.
11. Insurance. United Missouri Bank, N.A. shall maintain insurance of
the types and in the amounts deemed by it to be appropriate and shall
notify the Fund should any of its insurance coverage be changed for any
reason. Such notification shall include the date of change and the reason
or reasons therefor. United Missouri Bank, N.A. shall notify the Fund of
any material claims against United Missouri Bank, N.A., whether or not they
may be covered by insurance, and shall notify the Fund from time to time as
may be appropriate of the total outstanding claims made by United Missouri
Bank, N.A. under its insurance coverage. To the extent that policies of
insurance may provide for coverage of claims for liability or indemnity by
the parties set forth in this Agreement, the contracts of insurance shall
take precedence, and no provision of this Agreement shall be construed to
relieve an insurer of any obligation to pay claims to the Fund, United
Missouri Bank, N.A. or other insured party which would otherwise be a
covered claim in the absence of any provision of this Agreement.
12. Indemnification.
A. The Fund shall indemnify and hold United Missouri Bank, N.A. 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 Fund, including by a shareholder, which names United Missouri Bank,
N.A. and/or the Fund as a party and is not based on and does not result
from United Missouri Bank, N.A.'s willful misfeasance, bad faith or
negligence or reckless disregard of duties, and arises out of or in
connection with United Missouri Bank, N.A.'s performance hereunder; or
(2) any claim, demand, action or suit (except to the extent contributed
to by United Missouri Bank, N.A.'s willful misfeasance, bad faith or
negligence or reckless disregard of duties) which results from the
negligence of the Fund, or from United Missouri Bank, N.A.'s acting upon
any instruction(s) reasonably believed by it to have been executed or
communicated by any person duly authorized by the Fund, or as a result of
United Missouri Bank, N.A.'s acting in reliance upon advice reasonably
believed by United Missouri Bank, N.A. to have been given by counsel for
the Fund, or as a result of United Missouri Bank, N.A.'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.
B. United Missouri Bank, N.A. shall indemnify and hold the Fund harmless
against any losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand,
action or suit brought by any person other than United Missouri Bank, N.A.,
which names the Fund and/or United Missouri Bank, N.A. as a party and is
based upon and arises out of United Missouri Bank, N.A.'s willful
misfeasance, bad faith or negligence or reckless disregard of duties in
connection with its performance hereunder.
In the event that either party requests the other to indemnify or hold it
harmless hereunder, the party requesting indemnification (the Indemnified
Party) shall inform the other party (the Indemnifying Party) of the
relevant facts known to Indemnified Party concerning the matter in
question. The Indemnified Party shall use reasonable care to identify and
promptly to notify the Indemnifying Party concerning any matter which
presents, or appears likely to present, a claim for indemnification. The
Indemnifying Party shall have the election of defending the Indemnified
Party against any claim which may be the subject of indemnification or of
holding the Indemnified Party harmless hereunder. In the event the
Indemnifying Party so elects, it will so notify the Indemnified Party and
thereupon the Indemnifying Party shall take over defense of the claim and,
if so requested by the Indemnifying Party, the Indemnified Party shall
incur no further legal or other expenses related thereto for which it shall
be entitled to indemnity or to being held harmless hereunder; provided,
however, that nothing herein shall prevent the Indemnified Party from
retaining counsel at its own expense to defend any claim. Except with the
Indemnifying Party's prior written consent, the Indemnified Party shall in
no event confess any claim or make any compromise in any matter in which
the Indemnifying Party will be asked to indemnify or hold the Indemnified
Party harmless hereunder.
13. Acts of God, etc. United Missouri Bank, N.A. shall not be liable for
delays or errors occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot, or failure of communication equipment of common
carriers or power supply. In the event of equipment breakdowns beyond its
control, United Missouri Bank, N.A. shall, at no additional expense to the
Fund, take reasonable steps to minimize service interruptions and mitigate
their effects but shall have no liability with respect thereto. United
Missouri Bank, N.A. shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment.
14. Amendments. United Missouri Bank, N.A. and the Fund shall regularly
consult with each other regarding United Missouri Bank, N.A.'s performance
of its obligations and its compensation hereunder. In connection
therewith, the Fund shall submit to United Missouri Bank, N.A. at a
reasonable time in advance of filing with the Securities and Exchange
Commission copies of any amended or supplemented registration statements
(including exhibits) under the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, and, a reasonable time in
advance of their proposed use, copies of any amended or supplemented forms
relating to any plan, program or service offered by the Fund. Any change
in such material which would require any change in United Missouri Bank,
N.A.'s obligations hereunder shall be subject to United Missouri Bank,
N.A.'s approval, which shall not be unreasonably withheld. In the event
that a change in such documents or in the procedures contained therein
materially increases the cost to United Missouri Bank, N.A. of performing
its obligations hereunder, United Missouri Bank, N.A. shall be entitled to
receive reasonable compensation therefor.
15. Duration, Termination, etc. Neither this Agreement nor any
provisions hereof may be changed, waived, discharged or terminated orally,
but only by written instrument which shall make specific reference to this
Agreement and which shall be signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.
This Agreement shall continue in effect until December 31, 1992, and
indefinitely thereafter so long as such continuance is approved at least
annually by vote of the Fund's Board of Trustees; provided, however, that
this Agreement may be terminated at any time by six months' written notice
given by United Missouri Bank, N.A. to the Fund or six months' written
notice given by the Fund to United Missouri Bank, N.A.; and provided
further that this Agreement may be terminated immediately at any time for
cause either by the Fund or by United Missouri Bank, N.A. in the event that
such cause remains unremedied for a reasonable period of time not to exceed
ninety days after receipt of written specification of such cause. Any such
termination shall not affect the rights and obligations of the parties
under paragraph 12 hereof.
Upon the termination hereof, the Fund shall pay to United Missouri Bank,
N.A. such compensation as may be due for the period prior to the date of
such termination. In the event that the Fund designates a successor to any
of United Missouri Bank, N.A.'s obligations hereunder, United Missouri
Bank, N.A. shall, at the expense and direction of the Fund, transfer to
such successor all relevant books, records and other data established or
maintained by United Missouri Bank, N.A. hereunder (including, if United
Missouri Bank, N.A. has been acting as Transfer Agent, a certified list of
the shareholders of the Fund with name, address, and, if provided, taxpayer
identification or Social Security number, and a complete record of the
account of each shareholder). To the extent that United Missouri Bank,
N.A. incurs expenses related to a transfer of responsibilities to a
successor, United Missouri Bank, N.A. shall be entitled to be reimbursed
for such expenses, including any out-of-pocket expenses reasonably incurred
by United Missouri Bank, N.A. in connection with the transfer.
16. Shareholder Liability. United Missouri Bank, N.A. is hereby
expressly put on notice of (i) the limitation of shareholder liability as
set forth in the Trust Instrument of the Fund and (ii) of the provisions in
the Trust Instrument permitting the establishment of separate series (or
Portfolios) and limiting the liability of each Portfolio to obligations of
that Portfolio; United Missouri Bank, N.A. hereby agrees that obligations
assumed by the Fund pursuant to this Agreement are in all cases assumed on
behalf of a particular Portfolio, and each such obligation shall be limited
in all cases to that Portfolio and its assets. United Missouri Bank, N.A.
agrees that they shall not seek satisfaction of any such obligation from
the shareholders or any individual shareholder of the Fund, nor from the
Trustees or any individual Trustee of the Fund.
17. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the Commonwealth of Massachusetts. The
captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two counterparts, each of which taken together shall
constitute one and the same instrument. United Missouri Bank, N.A.
understands that the rights and obligations of each Portfolio under the
Trust Instrument are separate and distinct from those of any and all other
Portfolios.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.

UNITED MISSOURI BANK, N.A.
By: /s/ Duane E. Schedmpp_________
Vice President____________
FIDELITY OLIVER STREET TRUST
By /s/ Jack E. Ferris
Treasurer
LG932660065

Dated as of March 12, 1993
FIDELITY OLIVER STREET TRUST:
FIDELITY ADVISOR TAX-EXEMPT PORTFOLIO (the Portfolio)
SCHEDULE C: AGENT FOR SECURITIES LENDING TRANSACTIONS
I. Services To Be Performed. United Missouri Bank, N.A. shall be
responsible for administering a program of securities lending from the
Portfolio's portfolio by:
A. Carrying out security loan transactions between approved borrowers and
the Portfolio, including assisting Custodian in receiving and returning
collateral for loans.
B. Marking to market loans outstanding each day.
C. Ensuring that the value of collateral for loans is 100% or more of
loaned securities at market price and issuing demands for additional
collateral should the percentage fall below 100%.
The details of operating standards and procedures to be followed shall be
established from time to time by agreement between United Missouri Bank,
N.A. and the Portfolio and shall be expressed in a procedures manual
maintained by United Missouri Bank, N.A..
II. Compensation. For the performance of its obligations hereunder, the
Portfolio shall pay United Missouri Bank, N.A. according to the following:

Opening a loan $15
Closing a loan $15
Daily mark to market of collateral $ 5
United Missouri Bank, N.A.
By: /s/ Duane E. Schempp_________
Name: __________________________
Title: vice president________________

FIDELITY OLIVER STREET TRUST, on behalf of
FIDELITY ADVISOR TAX-EXEMPT PORTFOLIO
By: /s/ Jack E. Ferris_______________
Name: ___________________________
Title: Treasurer
LG932660067

Dated as of March 12, 1992
Fidelity Oliver Street Trust:
Fidelity Advisor Tax-Exempt Portfolio (the Portfolio)
SCHEDULE B: AGENT TO PERFORM PORTFOLIO PRICING AND BOOKKEEPING
I. Services To Be Performed. United Missouri, N.A., shall be responsible
for:
A. Accounting relating to the Portfolio and portfolio transactions of the
Portfolio.
B. The determination of net asset value per share of the outstanding
shares of the Portfolio and the offering price, if any, at which shares
are to be sold, at the times and in the manner described in the
Declaration of Trust or Partnership Agreement, as amended, and
the Prospectus of the Portfolio (pricing).
C. The determination of distributions, if any.
D. The timely communication of information determined in B and C above, to
the person or
persons designated by the Portfolio.
E. Maintaining the books of account of the Portfolio.
F. In conjunction with the Custodian, receiving information and keeping
records about all corporate actions, including, but not limited to, cash
and stock distributions or dividends,
stock splits and reverse stock splits, taken by companies whose
securities are held by the
Portfolio.
G. Monitoring foreign corporate actions and foreign trades and entering
orders to convert foreign currency or establish contracts for future
settlement of foreign currency.
H. Processing and monitoring the settlement of Variable Rate Demand Notes
and GNMA's.
I. Monitoring and accounting for futures and options.
II. Compensation. For the performance of its obligations hereunder, the
Portfolio shall pay United Missouri, N.A., an annual fee based on average
daily net assets for each month. The fee schedule is as follows:
Portfolio's
Average Daily Net Assets Fee Rate
$500 million and under .0175%
Over $500 million .0075%
provided, however, that the minimum total annual fee payable by the
Portfolio to United Missori, N.A., shall be $20,000 and the maximum total
annual fee payable by the Portfolio to United Missouri, N.A., shall be
$750,000. United Missouri, N.A., shall be reimbursed for out-of-pocket
expenses for pricing, dividend and interest quotation services and related
communications and telephone charges.
United Missouri, N.A.
By: /s/ Duane E. Schempp_____
Name: ______________________
Title: vice president___________

Fidelity Oliver Street Trust, on behalf of
Fidelity Advisor Tax-Exempt Portfolio

By: /s/ Jack E. Ferris_______________
Treasurer___________________
LG932580.033

APPOINTMENT OF SUB-SERVICING AGENT
FIDELITY OLIVER STREET TRUST
AGREEMENT dated as of March 12, 1992 between FMR Corp., a Massachusetts
corporation with principal offices at 82 Devonshire Street, Boston,
Massachusetts, Fidelity Service Co. (Service), a division of FMR Corp. with
principal offices at 82 Devonshire Street, Boston, Massachusetts, and
United Missouri Bank, N.A. (the Bank), with principal offices at 1010 Grand
Avenue, Kansas City, Missouri.
WHEREAS, the Bank has entered into a Service Agreement dated March 12,
1992 (the Agreement) with Fidelity Oliver Street Trust (the Fund) on behalf
of Fidelity Advisor Tax-Exempt Portfolio, a Massachusetts business trust
with principal offices at 82 Devonshire Street, Boston, MA, under which the
Bank has assumed certain responsibilities, including (i) accounting
relating to the Portfolio and all portfolio transactions of the Portfolio,
(ii) the determination of net asset value per share of the outstanding
shares of the Portfolio and the offering price, if any, at which shares are
to be sold, at the times and in the manner described in the Trust
Instrument of the Fund, as amended, and the Prospectus of the Portfolio, if
any, the determination of daily net interest income, and the timely
communication of such information to the person or persons designated by
the Portfolio, (iii) maintaining the books of account of the Portfolio, and
(iv) the recognition of, in conjunction with the Custodian, all corporate
actions, including but not limited to, cash and stock distributions or
dividends, stock split and reverse stock splits, taken by companies whose
securities are held by the Portfolio; and
WHEREAS, the Bank wishes to retain Service, and Service is willing, to
carry out these functions on behalf of the Bank;
NOW THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, Service and the Bank hereby agree as follows:
1. The Bank hereby designates Service as its agent pursuant to Paragraph
7 of the Agreement to carry out all of the responsibilities and functions
of the Bank under the Agreement (which is attached as Exhibit A hereto) and
Service agrees to assume all of Bank's obligations thereunder (including
its responsibilities for certain expenses, costs and other charges
allocated to the Bank). The description of all responsibilities and
functions included in the Agreement is incorporated herein as if set forth
at length herein. Service agrees to act as such and to carry out the
responsibilities set forth in the Agreement, upon the terms and conditions
therein and hereinafter set forth and in accordance with the principles of
principal and agent enunciated by the common law. The Bank agrees to
supply Service with all documents, records and other information supplied
to the Bank by the Portfolio pursuant to the Agreement.
2. In full payment for Service's performance hereunder, the Bank agrees
to pay to Service any and all compensation received from the Portfolio by
the Bank pursuant to the Agreement and any written Schedules which may
constitute attachments thereto (Schedules). The Bank shall undertake to
collect from the Portfolio all compensation appropriately due and owing to
it under the Agreement.
3. The Bank is entitled to indemnification under the Amended Agreement in
accordance with Paragraph 12. The Bank agrees to indemnify Service for
Service's losses, claims, damages, liabilities, and expenses (including
reasonable counsel fees and expenses) (losses) to the extent that the Bank
is entitled to and receives indemnification from the Portfolio pursuant to
Paragraph 12 of the Agreement in connection with the events upon which
Service's indemnification claim is based. The Bank agrees to advise the
Portfolio of any claim of Service for indemnification arising in connection
with Service's activities in carrying out the responsibilities of the Bank
as provided in this Agreement. Otherwise, the Bank shall not be required
to indemnify Service in connection with Service's losses hereunder unless
the Bank's own negligence, willful misconduct or bad faith contributed to
such losses, and then only to the extent of the Bank's contribution
thereto. The Bank shall not be liable for any act or omission of Service
in carrying out the responsibilities assigned to Service. Service shall
hold the Bank harmless from any losses in connection with Agreement, except
to the extent that such losses were contributed to by the Bank's own
negligence, willful misconduct, or bad faith.
4. Service represents and warrants that, to the best of its knowledge,
the various procedures and systems that Service has implemented with regard
to safeguarding from loss or damage attributable to fire, theft or any
other cause (including provision for twenty-four hour a day restricted
access) the Portfolio's blank checks, records, certificates, and other data
and Service's records, data, equipment, facilities and other property used
in the performance of its obligations hereunder are adequate and that it
will make such changes therein from time to time as in its judgment are
required for the secure performance of its obligations hereunder. Service
shall review such systems and procedures on a period basis; and the Bank
shall have no obligation to review these systems and procedures.
5. Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof. This
agreement shall be construed and enforced in accordance with and governed
by the laws of the Commonwealth of Massachusetts. This agreement may be
executed simultaneously in two counterparts, each of which taken together
shall constitute one and the same instrument.
6. The Bank shall not agree to any agreement or waiver of the provisions
of the Agreement without the written consent of Service. This agreement
shall continue in effect until December 31, 1992 and thereafter as the
parties may mutually agree; provided, however, that this agreement may be
terminated at any time by six months' written notice given by Service to
the Bank or by the Bank to Service; and further provided that this
agreement may be terminated immediately at any time by the Bank in the
event that the Agreement between the Portfolio and the Bank is terminated.
7. Service and the Bank are hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust of the Fund, and agree that obligations assumed by the Bank pursuant
to the Agreement between the Portfolio and the Bank or pursuant to this
Agreement shall be limited in all cases to the Portfolio and its assets.
Neither Service nor the Bank shall seek satisfaction of any such obligation
from the shareholders or any shareholder of the Portfolio, nor shall either
Service or the Bank seek satisfaction of any such obligations from the
Trustees or any individual Trustee of the Fund.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first above written.
FMR CORP.
By: /s/ Dennis M. McCarthy________
Sr. V.P. & CFO
UNITED MISSOURI BANK, N.A. FIDELITY SERVICE CO.
By /s/ Duane E. Schempp______________ By: /s/ John P.
Cotter_______________
Vice President Sr. Vice President
LG932660066

FIDELITY OLIVER STREET TRUST
TRANSFER AGENT AGREEMENT WITH UNITED MISSOURI BANK, N.A.
Required authorizations and approvals having been obtained, agreement is
hereby made this 12th day of March, 1992 by and between United Missouri
Bank, N.A. (the Bank) with its principal offices at 1010 Grand Avenue,
Kansas City, Missouri, and Oliver Street Trust (the Fund), a Massachusetts
business trust which may issue one or more series of shares of beneficial
interest (Portfolio(s)) with principal offices at 82 Devonshire Street,
Boston, MA, on behalf of Fidelity Advisor Tax-Exempt Portfolio.
Reference to the Fund, when applicable to one or more Portfolios of the
Fund, shall refer to any such Portfolio;
1. Appointments. The Fund hereby appoints and employs the Bank as agent
to provide those services described in the schedules attached to this
Agreement for the Fund upon notice in writing that the Fund requests such
services. The Bank shall perform the obligations and the services set
forth in the attached schedules upon the terms and conditions hereinafter
set forth.
2. Documents. The Fund has furnished the Bank copies of the Fund's Trust
Instrument, Bylaws, a form of Advisory and Service or Management Contract,
Custodian Contract, current Prospectus and Statement of Additional
Information (the Prospectus), any other governing documents and all forms
relating to any plan, program or service offered by the Fund. The Fund
shall furnish promptly to the Bank a copy of any amendment or supplement to
the above-mentioned documents. The Fund shall furnish to the Bank any
additional documents requested by it as necessary for it to perform the
services required hereunder.
3. Services to be Performed. The Bank shall be responsible for
performing as agent, as of the date of this Agreement, the services
described in the following schedules attached hereto and made a part
hereof, as said schedules may be amended from time to time:
Schedule A: Transfer agent, dividend and distribution disbursing agent
and shareholder agent.
Operating procedures and standards to be followed for each function may be
established from time to time by agreement between the Fund and the Bank.
The above schedules may be amended or deleted, or additional schedules may
be included, as deemed necessary from time to time by agreement between the
Fund and the Bank. Deletion of any schedule shall be in accordance with
the termination provisions of Paragraph 15 of this Agreement. Each
schedule and any amendments thereto shall be dated and signed by the
parties to this Agreement.
4. Record Keeping and Other Information. The Bank shall create and
maintain all records required by all applicable laws, rules and regulations
relating to the services to be performed as set forth in the schedules
attached hereto, including but not limited to records required by Section
31(a) of the Investment Company Act of 1940 and the Rules thereunder, as
the same may be amended from time to time. All records shall be the
property of the Fund and shall be available for inspection and use by the
Fund at all times. Where applicable, such records shall be maintained by
the Bank for the periods and in the places required by Rule 31a-2 under the
Investment Company Act of 1940.
5. Audits, Inspections and Visits. The Bank shall make available during
regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the Fund,
any agent or person designated by the Fund, or any regulatory agency having
authority over the Fund. Upon reasonable notice by the Fund, the Bank
shall make available during regular business hours its facilities and
premises employed in connection with its performance of this Agreement for
reasonable visits by the Fund, any agent or person designated by the Fund,
or any regulatory agency having authority over the Fund.
6. Compensation. For the performance of its obligations hereunder, the
Fund shall pay the Bank in accordance with the fee arrangements described
in each schedule attached hereto.
7. Appointment of Agents. The Bank, at its expense, may at any time or
times in its discretion appoint (and may at any time remove) one or more
other parties as Agent to perform any or all of the services specified
hereunder and carry out such provisions of this Agreement as the Bank may
from time to time direct; provided, however, that the appointment of any
such Agent (other than Fidelity Investments Institutional Operations
Company) shall not relieve the Bank of any of its responsibilities or
liabilities hereunder.
8. Use of the Bank's Name. The Fund shall not use the name of the Bank
in any Prospectus, sales literature or other material relating to the Fund
in a manner not consented to prior to use; provided, however, that the Bank
shall approve all uses of its name which merely refer in accurate terms to
its appointments, duties or fees hereunder or which are required by the
Securities and Exchange Commission or a state securities commission; and
further provided, that in no event shall such approval be unreasonably
withheld.
9. Use of Fund's Name. The Bank shall not use the name of the Fund or
material relating to the Fund on any forms (including any checks, bank
drafts or bank statements) for other than internal use in a manner not
consented to prior to use, provided, however, that the Fund shall approve
all uses of its name which merely refer in accurate terms to the
appointment of the Bank hereunder or which are required by the Securities
and Exchange Commission or a state securities commission; and further,
provided that in no event shall such approval be unreasonably withheld.
10. Security. The Bank represents and warrants that, to the best of its
knowledge, the various procedures and systems which the Bank has
implemented with regard to the safeguarding from loss or damage
attributable to fire, theft or any other cause (including provision for
twenty-four hours a day restricted access) of the Fund's blank checks,
certificates, records and other data and the Bank's records, data,
equipment, facilities and other property used in the performance of its
obligations hereunder are adequate, and that it will make such changes
therein from time to time as in its judgment are required for the secure
performance of its obligations hereunder. The Bank shall review such
systems and procedures on a periodic basis and the Fund shall have access
to review these systems and procedures.
11. Insurance. The Bank shall maintain insurance of the types and in the
amounts deemed by it to be appropriate and shall notify the Fund should any
of its insurance coverage be changed for any reason. Such notification
shall include the date of change and the reason or reasons therefor. The
Bank shall notify the Fund of any material claims against the Bank, whether
or not they may be covered by insurance, and shall notify the Fund from
time to time as may be appropriate of the total outstanding claims made by
the Bank under its insurance coverage. To the extent that policies of
insurance may provide for coverage of claims for liability or indemnity by
the parties set forth in this Agreement, the contracts of insurance shall
take precedence, and no provision of this Agreement shall be construed to
relieve an insurer of any obligation to pay claims to the Fund, the Bank or
other insured party which would otherwise be a covered claim in the absence
of any provision of this Agreement.
12. Indemnification.
A. The Fund shall indemnify and hold the Bank 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 Fund, including by a shareholder, which names the Bank and/or the Fund
as a party and is not based on and does not result from the Bank's willful
misfeasance, bad faith or negligence or reckless disregard of duties, and
arises out of or in connection with the Bank's performance hereunder; or
(2) any claim, demand, action or suit (except to the extent contributed
to by the Bank's willful misfeasance, bad faith or negligence or reckless
disregard of duties) which results from the negligence of the Fund, or from
the Bank's acting upon any instruction(s) reasonably believed by it to have
been executed or communicated by any person duly authorized by the Fund, or
as a result of the Bank's acting in reliance upon advice reasonably
believed by the Bank to have been given by counsel for the Fund, or as a
result of the Bank'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.
B. The Bank shall indemnify and hold the Fund harmless against any losses,
claims, damages, liabilities or expenses (including reasonable counsel fees
and expenses) resulting from any claim, demand, action or suit brought by
any person other than the Bank, which names the Fund and/or the Bank as a
party and is based upon and arises out of the Bank's willful misfeasance,
bad faith or negligence or reckless disregard of duties in connection with
its performance hereunder.
In the event that either party requests the other to indemnify or hold it
harmless hereunder, the party requesting indemnification (the Indemnified
Party) shall inform the other party (the Indemnifying Party) of the
relevant facts known to Indemnified Party concerning the matter in
question. The Indemnified Party shall use reasonable care to identify and
promptly to notify the Indemnifying Party concerning any matter which
presents, or appears likely to present, a claim for indemnification. The
Indemnifying Party shall have the election of defending the Indemnified
Party against any claim which may be the subject of indemnification or of
holding the Indemnified Party harmless hereunder. In the event the
Indemnifying Party so elects, it will so notify the Indemnified Party and
thereupon the Indemnifying Party shall take over defense of the claim and,
if so requested by the Indemnifying Party, the Indemnified Party shall
incur no further legal or other expenses related thereto for which it shall
be entitled to indemnity or to being held harmless hereunder; provided,
however, that nothing herein shall prevent the Indemnified Party from
retaining counsel at its own expense to defend any claim. Except with the
Indemnifying Party's prior written consent, the Indemnified Party shall in
no event confess any claim or make any compromise in any matter in which
the Indemnifying Party will be asked to indemnify or hold Indemnified Party
harmless hereunder.
13. Acts of God, etc. The Bank shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including but not
limited to acts of civil or military authority, national emergencies, work
stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot,
or failure of communication equipment of common carriers or power supply.
In the event of equipment breakdowns beyond its control, the Bank shall, at
no additional expense to the Fund, take reasonable steps to minimize
service interruptions and mitigate their effects but shall have no
liability with respect thereto. The Bank shall enter into and shall
maintain in effect with appropriate parties one or more agreements making
reasonable provision for emergency use of electronic data processing
equipment.
14. Amendments. The Bank and the Fund shall regularly consult with each
other regarding the Bank's performance of its obligations and its
compensation hereunder. In connection therewith, the Fund shall submit to
the Bank at a reasonable time in advance of filing with the Securities and
Exchange Commission copies of any amended or supplemented registration
statements (including exhibits) under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, and, a
reasonable time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service offered by the
Fund. Any change in such material which would require any change in the
Bank's obligations hereunder shall be subject to the Bank's approval, which
shall not be unreasonably withheld. In the event that a change in such
documents or in the procedures contained therein materially increases the
cost to the Bank of performing its obligations hereunder, the Bank shall be
entitled to receive reasonable compensation therefor.
15. Duration, Termination, etc. Neither this Agreement nor any
provisions hereof may be changed, waived, discharged or terminated orally,
but only by written instrument which shall make specific reference to this
Agreement and which shall be signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.
This Agreement shall continue in effect until December 31, 1992 and
indefinitely thereafter so long as such continuance is approved at least
annually by vote of the Fund's Board of Trustees; provided, however, that
this Agreement may be terminated at any time by six months' written notice
given by the Bank to the Fund or six months' written notice given by the
Fund to the Bank; and provided further that this Agreement may be
terminated immediately at any time for cause either by the Fund or by the
Bank in the event that such cause remains unremedied for a reasonable
period of time not to exceed ninety days after receipt of written
specification of such cause. Any such termination shall not affect the
rights and obligations of the parties under paragraph 12 hereof.
Upon the termination hereof, the Fund shall pay to the Bank such
compensation as may be due for the period prior to the date of such
termination. In the event that the Fund designates a successor to any of
the Bank's obligations hereunder, the Bank shall, at the expense and
direction of the Fund, transfer to such successor all relevant books,
records and other data established or maintained by the Bank hereunder
(including, if the Bank has been acting as Transfer Agent, a certified list
of the shareholders of the Fund with name, address, and, if provided,
taxpayer identification or Social Security number, and a complete record of
the account of each shareholder). To the extent that the Bank incurs
expenses related to a transfer of responsibilities to a successor, the Bank
shall be entitled to be reimbursed for such expenses, including any
out-of-pocket expenses reasonably incurred by the Bank in connection with
the transfer.
16. Shareholder Liability. The Bank is hereby expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust of the Fund and agrees that obligations assumed by the Fund pursuant
to this Agreement shall be limited in all cases to that Portfolio and its
assets. The Bank agrees that it shall not seek satisfaction of any such
obligation from the shareholders or any individual shareholder of the Fund,
nor from the Trustees or any individual Trustee of the Fund.
17. Miscellaneous. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with
and governed by the laws of the Commonwealth of Massachusetts. The
captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed
simultaneously in two counterparts, each of which taken together shall
constitute one and the same instrument. The Bank understands that the
rights and obligations of each Portfolio under the Trust Instrument are
separate and distinct from those of any and all other Portfolios.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
FIDELITY OLIVER STREET TRUST UNITED MISSOURI BANK, N.A.
By_/s/ Jack E. Ferris__________________ By /s/ Duane E.
Schempp_________
Treasurer Vice President
LG932660064

Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the Statement of
Additional Information in Post-Effective Amendment No. 29 to the
Registration Statement on Form N-1A (the "Registration Statement") of
Fidelity Advisor Series VI (formerly Fidelity Oliver Street Trust):
Fidelity Advisor Limited Term Tax-Exempt Fund of our report dated January
7, 1994, relating to the financial statements and financial highlights
which is incorporated by reference in said Statement of Additional
Information.
We further consent to the references to our Firm in the Prospectus and
Statement of Additional Information under the headings "Financial
Highlights" and "Auditor".
COOPERS & LYBRAND
/s/COOPERS & LYBRAND
Boston, Massachusetts
January 24, 1994

FIDELITY
INSTITUTIONAL
INDIVIDUAL
RETIREMENT
ACCOUNT
CUSTODIAL
AGREEMENT
Under Section 408(a) of the
Internal Revenue Code
The Depositor whose name appears on the attached Application is
establishing an
individual retirement account (under Section 408(a) of the Internal Revenue
Code) to provide for his or her retirement and for the support of his or
her
beneficiaries after death.
The Custodian named on the attached Application has given the Depositor the
Disclosure Statement required under the Income Tax Regulations under
Section
408(i) of the Code.
The Depositor has deposited with the Custodian an initial contribution in
cash,
as set forth in the attached Application.
The Depositor and the Custodian make the following Agreement:
ARTICLE I
The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in Section 402(c) of the Code (but only after
December
31, 1992), 403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to
a
Simplified Employee Pension Plan as described in Section 408(k). Rollover
contributions before January 1, 1993, include rollovers described in
Section
402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), or an
employer contribution to a Simplified Employee Pension Plan as described in
Section 408(k).
ARTICLE II
The Depositor's interest in the balance in the Custodial Account is
nonforfeitable.
ARTICLE III
1. No part of the custodial funds may be invested in life insurance
contracts,
nor may the assets of the Custodial Account be commingled with other
property
except in a common trust fund or common investment fund (within the meaning
of
Section 408(a)(5) of the Code).
2. No part of the custodial funds may be invested in collectibles (within
the
meaning of Section 408(m) of the Code) except as otherwise permitted by
Section
408(m)(3) which provides an exception for certain gold and silver coins and
coins issued under the laws of any state.
ARTICLE IV
1. Notwithstanding any provision of this agreement to the contrary, the
distribution of the Depositor's interest in the Custodial Account shall be
made
in accordance with the following requirements and shall otherwise comply
with
Section 408(a)(6) and Proposed Regulations Section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations Section
1.401(a)(9)-2, the provisions of which are incorporated by reference.
2. Unless otherwise elected by the time distributions are required to begin
to
the Depositor under paragraph 3, or to the surviving spouse under paragraph
4,
other than in the case of a life annuity, life expectancies shall be
recalculated annually. Such election shall be irrevocable as to the
Depositor
and the surviving spouse and shall apply to all subsequent years. The life
expectancy of a non spouse beneficiary may not be recalculated.
3. The Depositor's entire interest in the Custodial Account must be, or
begin
to be, distributed by the Depositor's required beginning date (April 1
following the calendar year end in which the Depositor reaches age 70 1/2).
By
that date, the Depositor may elect, in a manner acceptable to the
Custodian, to
have the balance in the Custodial Account distributed in:
(a) A single-sum payment.
(b) An annuity contract that provides equal or substantially equal monthly,
quarterly, or annual payments over the life of the Depositor.
(c) An annuity contract that provides equal or substantially equal monthly,
quarterly, or annual payments over the joint and last survivor lives of the
Depositor and his or her designated Beneficiary.
(d) Equal or substantially equal annual payments over a specified period
that
may not be longer than the Depositor's life expectancy.
(e) Equal or substantially equal annual payments over a specified period
that
may not be longer than the joint life and last survivor expectancy of the
Depositor and his or her designated Beneficiary.
4. If the Depositor dies before his or her entire interest is distributed
to
him or her, the entire remaining interest will be distributed as follows:
(a) If the Depositor dies on or after distribution of his or her interest
has
begun, distribution must continue to be made in accordance with paragraph
3.
(b) If the Depositor dies before distribution of his or her interest has
begun,
the entire remaining interest will, at the election of the Depositor or, if
the
Depositor has not so elected, at the election of the Beneficiary or
Beneficiaries, either
(i) Be distributed by the December 31 of the year containing the fifth
anniversary of the Depositor's death, or
(ii) Be distributed in equal or substantially equal payments over the life
or
life expectancy of the designated Beneficiary or Beneficiaries starting by
December 31 of the year following the year of the Depositor's death. If,
however, the Beneficiary is the Depositor's surviving spouse, then this
distribution is not required to begin before December 31 of the year in
which
the Depositor would have turned age 70 1/2.
(c) Except where distribution in the form of an annuity meeting the
requirements of Section 408(b)(3) and its related regulations has
irrevocably
commenced, distributions are treated as having begun on the Depositor's
required beginning date, even though payments may actually have been made
before that date.
(d) If the Depositor dies before his or her entire interest has been
distributed and if the Beneficiary is other than the surviving spouse, no
additional cash contributions or rollover contributions may be accepted in
the
account.
5. In the case of distribution over life expectancy in equal or
substantially
equal annual payments, to determine the minimum annual payment for each
year,
divide the Depositor's entire interest in the Custodial Account as of the
close
of business on December 31 of the preceding year by the life expectancy of
the
Depositor (or the joint life and last survivor expectancy of the Depositor
and
the Depositor's designated Beneficiary, or the life expectancy of the
designated Beneficiary, whichever applies). In the case of distributions
under
paragraph 3, determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and
designated
Beneficiary as of their birthdays in the year the Depositor reaches age 70
1/2.
In the case of a distribution in accordance with paragraph 4(b)(ii),
determine
life expectancy using the attained age of the designated Beneficiary as of
the
Beneficiary's birthday in the year distributions are required to commence.
6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy
the
minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for
another.
ARTICLE V
1. The Depositor agrees to provide the Custodian with information necessary
for
the Custodian to prepare any reports required under Section 408(i) of the
Code
and Regulations Sections 1.408-5 and 1.408-6.
2. The Custodian agrees to submit reports to the Internal Revenue Service
and
the Depositor prescribed by the Internal Revenue Service.
ARTICLE VI
Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence will be controlling.
Any
additional articles that are not consistent with Section 408(a) of the Code
and
the related regulations will be invalid.
ARTICLE VII
This Agreement will be amended from time to time to comply with the
provisions
of the Code and related regulations. Other amendments may be made with the
consent of the Depositor and the Custodian.
ARTICLE VIII
1. DEFINITIONS. The following definitions shall apply to terms used in this
Article VIII:
(a) "Account" or "Custodial Account" means the custodial account
established
hereunder for the benefit of the Depositor.
(b) "Agreement" means the Fidelity Institutional IRA Custodial Agreement,
including the information and provisions set forth in any Account
Application
that goes with this Agreement. This Agreement, including the Account
Application and any designation of Beneficiary filed with the Custodian,
may be
proved either by an original copy or by a reproduced copy thereof,
including,
without limitation, a copy reproduced by photocopying, facsimile
transmission,
or electronic imaging.
(c) "Application" shall mean the Application by which this Agreement, as
may be
amended from time to time, is established between the Depositor and the
Custodian. The statements contained therein shall be incorporated into this
Agreement.
(d) "Authorized Agent" means the person or persons authorized by the
Depositor,
on a signed form acceptable to and filed with the Custodian, to purchase or
sell Shares in the Depositor's Account.
(e) "Beneficiary" means the person or persons (including a trust or estate)
designated as such by the Depositor on a signed form acceptable to and
filed
with the Custodian pursuant to Article VIII, Section 8 of this Agreement.
(f) "Broker" shall mean either a securities broker-dealer registered as
such
under the Securities Exchange Act of 1934, or a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, which the Depositor has
designated as his or her Broker in the Account Application.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(h) "Company" shall mean FMR Corp., a Massachusetts corporation, or any
successor or affiliate thereof to which FMR Corp. may, from time to time,
delegate or assign any or all of its rights or responsibilities under this
Agreement.
(i) "Custodian" shall mean Fidelity Trust Company of Salt Lake City, Utah,
or
its successor, as specified in the Account Application.
(j) "Depositor" means the person named in the Account Application.
(k) "Investment Company Shares" or "Shares" shall mean shares of stock,
trust
certificates, or other evidences of interest (including fractional shares)
in
any corporation, partnership, trust, or other entity registered under the
Investment Company Act of 1940 (i) for which Fidelity Management &
Research
Company, a Massachusetts corporation, or its successors or affiliates,
serves
as investment advisor (a "Fidelity Fund"), (ii) the records of which are
maintained on a proprietary transfer agent or record-keeping system owned
or
employed by the Company, and (iii) which is among a group of Fidelity Funds
in
which investments are permitted for investment under this Agreement by the
Custodian and whose shares may be exchanged for shares of other Fidelity
Funds
within such group under the terms of its then current prospectus or any
other
agreement maintained by the Company.
(l) "Money Market Shares" shall mean any Investment Company Shares that are
issued by a money market mutual fund.
2. BROKER. The Broker shall be appointed by the Depositor in the
Application as
his or her agent to execute such investment directions with respect to
Investment Company Shares as the Depositor may give under the terms of the
Custodial Account, including the execution of purchase and sale orders
through
the Company's proprietary remote trading system.
In all cases the Broker, and not the Custodian, shall have the
responsibility
for delivering to the Depositor all notices and prospectuses relating to
such
Investment Company Shares. To the extent that the Custodian delivers to the
Broker confirmations, statements and other notices with respect to the
Account,
any such communications delivered to the Broker shall be deemed to have
been
delivered to the Depositor. The Depositor agrees to hold the Custodian and
the
Company harmless from and against any losses, cost or expenses arising in
connection with the delivery or receipt of any such communication(s),
provided
the Custodian has acted in accordance with the above.
3. INVESTMENT OF CONTRIBUTIONS. Contributions to the Account may be
invested
only in Investment Company Shares, and shall be invested as follows:
(a) General. Contributions will be invested in accordance with the
Depositor's
written instructions in the Application, and with subsequent instructions
given
by the Depositor or the Authorized Agent appointed by the Depositor (or,
following the death of the Depositor, his or her Beneficiary) through the
Broker to the Custodian in a manner acceptable to the Custodian. By giving
such
instructions to the Custodian, such person will be deemed to have
acknowledged
receipt of the then current prospectus, if any, for any Investment Company
Shares in which the Depositor (or the Authorized Agent appointed by the
Depositor), through the Broker directs the Custodian to invest assets in
his or
her Account. All charges incidental to carrying out such instructions shall
be
charged and collected in accordance with Article VIII, Section 18. All
Investment Company Shares in the Custodial Account shall be held in the
name of
the Custodian or its nominee or nominees.
(b) Initial Contribution. The Custodian will invest all contributions
promptly
after their receipt, as set forth below; provided, however, that the
Custodian
shall not be obligated to invest the Depositor's initial contribution to
his
Custodial Account as indicated on the Application, until at least seven (7)
calendar days have elapsed from the date of acceptance of the Application
by or
on behalf of the Custodian.
(c) Unclear Instructions. If the Depositor's Custodial Account at any time
contains cash as to which investment instructions in accordance with this
Section 3 have not been received by the Custodian, or if the Custodian
receives
instructions as to investment selection or allocation that are, in the
opinion
of the Custodian, not clear, the Custodian may request instructions from
the
Depositor (or the Depositor's Authorized Agent, Beneficiary, executor or
administrator). Pending receipt of such instructions, any cash may be
invested
in Money Market Shares, and any other investment may remain unchanged. The
Custodian shall not be liable to anyone for any loss resulting from delay
in
investing such cash or in implementing such instructions. Notwithstanding
the
above, the Custodian may, but need not, for administrative convenience
maintain
a balance of up to $100 of un invested cash in the Depositor's Custodial
Account.
(d) Minimum Investment. Any other provision hereof to the contrary
notwithstanding, the Depositor (or the Depositor's Authorized Agent,
Beneficiary, executor, or administrator) may not direct that any part or
all of
the Custodial Account be invested in Investment Company Shares unless the
aggregate amount to be invested is at least such amount as the Custodian
shall
establish from time to time.
(e) No Duty. The Custodian shall not have any duty to question the
directions
of a Depositor (or the Depositor's Broker, Authorized Agent, Beneficiary,
executor, or administrator) in the investment of his or her Custodial
Account
or to advise the Depositor or the Depositor's Broker regarding the
purchase,
retention or sale of assets credited to the Custodial Account. The
Custodian,
or any of its affiliates, shall not be liable for any loss that results
from
the Depositor's (or the Depositor's Broker, Authorized Agent, Beneficiary,
executor, or administrator) exercise of control (whether by his or her
action
or inaction) over the Custodial Account.
4. CONTRIBUTIONS BY DIVORCED OR SEPARATED SPOUSES. All alimony and separate
maintenance payments received by a divorced or separated spouse, and
taxable
under Section 71 of the Code, shall be considered compensation for purposes
of
computing the maximum annual contribution to the Custodial Account, and the
limitations for contributions by a divorced or separated spouse shall be
the
same as for any other individual.
5. TIMING OF CONTRIBUTIONS. A contribution is deemed to have been made on
the
last day of the preceding taxable year if the contribution is made by the
deadline for filing the Depositor's income tax return (not including
extensions), or such later date as may be determined by the Department of
the
Treasury or the IRS, provided the Depositor (or the Depositor's Broker or
Authorized Agent) designates, in a manner acceptable to the Custodian, the
contribution as a contribution for the preceding taxable year.
6. ROLLOVER CONTRIBUTIONS. The Custodian will accept for the Custodial
Account
all rollover contributions that consist of cash, and it may, but shall be
under
no obligation to, accept all or any part of any other rollover
contribution.
The Depositor shall designate each rollover contribution as such to the
Custodian through the Broker, and by such designation shall confirm to the
Custodian that a proposed rollover contribution qualifies as a rollover
contribution within the meaning of Sections 402(a)(5), 402(a)(6),
402(a)(7),
402(c), 403(a)(4), 403(b)(8), and/or 408(d)(3) of the Code. Submission by
or on
behalf of a Depositor of a rollover contribution consisting of assets other
than cash or property permitted as an investment under this Article VIII
shall
be deemed to be the instruction of the Depositor to the Custodian that, if
such
rollover contribution is accepted, the Custodian will use its best efforts
to
sell those assets for the Depositor's account, and to invest the proceeds
of
any such sale in accordance with Section 3. To the extent permitted by law,
the
Custodian shall not be liable to anyone for any loss resulting from such
sale
or delay in effecting such sale; or for any loss of income or appreciation
with
respect to the proceeds thereof after such sale and prior to investment
pursuant to Section 3; or for any failure to effect such sale if such
property
proves not readily marketable in the ordinary course of business. All
brokerage
and other costs incidental to the sale or attempted sale of such property
will
be charged to the Custodial Account in accordance with Article VIII,
Section
18.
7. REINVESTMENT OF EARNINGS. In the absence of other instructions pursuant
to
Section 3, distributions of every nature received in respect of the assets
in a
Depositor's Custodial Account shall be reinvested as follows:
(a) in the case of a distribution in respect of Investment Company Shares
that
may be received, at the election of the shareholder, in cash or in
additional
Shares of such Investment Company, the Custodian shall elect to receive
such
distribution in additional Investment Company Shares;
(b) in the case of a cash distribution that is received in respect of
Investment Company Shares, the Custodian shall reinvest such cash in
additional
Shares of that Investment Company;
(c) in the case of any other distribution of any nature received in respect
of
assets in the Custodial Account, the distribution shall be liquidated to
cash,
if necessary, and shall be reinvested in accordance with the Depositor's
instructions pursuant to Section 3.
8. DESIGNATION OF BENEFICIARY. A Depositor may designate a Beneficiary as
follows:
(a) General. A Depositor may designate a Beneficiary or Beneficiaries at
any
time, and any such designation may be changed or revoked at any time, by
written designation signed by the Depositor on a form acceptable to, and
filed
with, the Custodian; provided, however, that such designation, or change or
revocation of a prior designation, shall not be effective unless it is
received
and accepted by the Custodian no later than thirty (30) days after the
death of
the Depositor, and provided further that the latest such designation or
change
or revocation shall control. If the Depositor had not by the date of his or
her
death properly designated a Beneficiary in accordance with the preceding
sentence, or if no designated Beneficiary survives the Depositor, the
Depositor's Beneficiary shall be his or her surviving spouse, but if he or
she
has no surviving spouse, his or her estate. Unless otherwise specified in
the
Depositor's designation of Beneficiary, if a Beneficiary dies before
receiving
his or her entire interest in the Custodial Account, his or her remaining
interest in the Custodial Account shall be paid to the Beneficiary's
estate.
(b) Minors. If a distribution upon the death of the Depositor is payable to
a
person known by the Custodian to be a minor or otherwise under a legal
disability, the Custodian may, in its absolute discretion, make all, or any
part of the distribution to (a) a parent of such person, (b) the guardian,
conservator, or other legal representative, wherever appointed, of such
person,
(c) a custodial account established under a Uniform Gifts to Minors Act,
Uniform Transfers to Minors Act, or similar act, (d) any person having
control
or custody of such person, or (e) to such person directly.
(c) QTIPs and QDOTs. A Depositor may designate as Beneficiary of his or her
Account a trust for the benefit of his or her surviving spouse that is
intended
to satisfy the conditions of Sections 2056(b)(7) or 2056A of the Code (a
"Spousal Trust"). In that event, if the Depositor is survived by his or her
spouse, the following provisions shall apply to the Account, from and after
the
death of the Depositor until the death of the Depositor's surviving spouse:
(1)
all of the income of the Account shall be paid to the Spousal Trust
annually or
at more frequent intervals, and (2) no person shall have the power to
appoint
any part of the Account to any person other than the Spousal Trust. To the
extent permitted by Section 401(a)(9) of the Code, as determined by the
trustee(s) of the Spousal Trust, the surviving spouse of a Depositor who
has
designated a Spousal Trust as his or her Beneficiary may be treated as his
or
her "designated beneficiary" for purposes of the distribution requirements
of
that Code section. The Custodian shall have no responsibility to determine
whether such treatment is appropriate.
(d) Judicial Determination. Anything to the contrary herein
notwithstanding, in
the event of reasonable doubt respecting the proper course of action to be
taken, the Custodian may in its sole and absolute discretion resolve such
doubt
by judicial determination, which shall be binding on all parties claiming
any
interest in the Account. In such event all court costs, legal expenses,
reasonable compensation of time expended by the Custodian in the
performance of
its duties, and other appropriate and pertinent expenses and costs shall be
collected by the Custodian from the Custodial Account in accordance with
Article VIII, Section 18.
(e) No Duty. The Custodian shall not have any duty to question the
directions
of a Depositor (or the Depositor's Authorized Agent, Beneficiary, executor
or
administrator) as to the time(s) and amount(s) of distributions from the
Custodial Account, or to advise him or her regarding the compliance of such
distributions with Section 401(a)(9), Section 2056(b)(7) or Section 2056A
of
the Code.
9. PAYROLL DEDUCTION. Subject to approval of the Custodian and the Broker,
a
Depositor may choose to have contributions to his or her Custodial Account
made
through payroll deduction if the Account is maintained as part of a program
sponsored by the Depositor's employer. In order to establish payroll
deduction,
the Depositor must authorize his or her employer to deduct a fixed amount
from
each pay period's salary up to a total amount of $2,000 per year, unless
such
contributions are being made pursuant to a Simplified Employee Pension Plan
described under Section 408(k) of the Code, in which case, annual
contributions
up to the limit prescribed by the Internal Revenue Service can be made
(generally, 15% of the Depositor's earned income, up to $30,000 per year).
Contributions to the Custodial Account of the Depositor's spouse may be
made
through payroll deduction if the employer authorizes the use of payroll
deductions for such contributions, but such contributions must be made to a
separate Account maintained for the benefit of the Depositor's spouse. The
payroll deduction authorization shall continue in force until such time as
written amendment or revocation is received by the Depositor's employer and
the
Custodian with reasonable advance notice.
10. TRANSFERS TO OR FROM THE ACCOUNT. Assets held on behalf of the
Depositor in
another IRA may be transferred by the trustee or custodian thereof directly
to
the Custodian, in a form and manner acceptable to the Custodian, to be held
in
the Custodial Account for the Depositor under this Agreement. The Custodian
will not be responsible for any losses the Depositor may incur as a result
of
the timing of any transfer from another trustee or custodian that are due
to
circumstances reasonably beyond the control of the Custodian.
Assets held on behalf of the Depositor in the Account may be transferred
directly to a trustee or custodian of another IRA established for the
Depositor, if so directed by the Depositor in a form and manner acceptable
to
the Custodian; provided, however, that it shall be the Depositor's
responsibility to ensure that any minimum distribution required by Section
401(a)(9) of the Code is made prior to giving the Custodian such transfer
instructions.
11. DISTRIBUTIONS FROM THE ACCOUNT. Subject to Section 13 below,
distributions
from the Account will be made only upon the request of the Depositor (or
the
Depositor's Authorized Agent, Beneficiary, executor, or administrator) to
the
Custodian through the Broker in such form and in such manner as is
acceptable
to the Custodian. For distributions requested pursuant to Article IV, life
expectancy and joint life and last survivor expectancy are calculated based
on
information provided by the Depositor (or the Depositor's Authorized Agent,
Beneficiary, executor, or administrator) using the Expected Return
Multiples in
Section 1.72-9 of the Income Tax Regulations. The Custodian shall not incur
any
liability for errors in such calculations as a result of reliance on
information provided by the Depositor (or the Depositor's Authorized Agent,
Beneficiary, executor, or administrator) or the Depositor's Broker. Without
limiting the generality of the foregoing, the Custodian is not obligated to
make any distribution, including a minimum required distribution as
specified
in Article IV above, absent a specific written direction from the Depositor
(or
the Depositor's Authorized Agent, Beneficiary, executor, or administrator)
through the Broker to do so.
12. ACTIONS IN THE ABSENCE OF SPECIFIC INSTRUCTIONS. If the Custodian
receives
no response to communications sent to the Depositor (or the Depositor's
Authorized Agent, Beneficiary, executor, or administrator) at the
Depositor's
(or the Depositor's Authorized Agent, Beneficiary, executor, or
administrator's) last known address as shown in the records of the
Custodian,
or if the Custodian determines, on the basis of evidence satisfactory to
it,
that the Depositor is legally incompetent, the Custodian thereafter may
make
such determinations with respect to distributions, investments, and other
administrative matters arising under this Agreement as it considers
reasonable,
notwithstanding any prior instructions or directions given by or on behalf
of
the Depositor. Any determinations so made shall be binding on all persons
having or claiming any interest under the Custodial Account, and the
Custodian
shall not incur any obligation or liability for any such determination made
in
good faith, for any action taken in pursuance thereof, or for any
fluctuations
in the value of the Account in the event of a delay resulting from the
Custodian's good faith decision to await additional information or
evidence.
13. RESPONSIBILITY AS TO CONTRIBUTIONS OR DISTRIBUTIONS. The Custodian will
not
under any circumstances be responsible for the timing, purpose or propriety
of
any contribution or of any distribution made hereunder, nor shall the
Custodian
incur any liability or responsibility for any tax imposed on account of any
such contribution or distribution. Notwithstanding Section 11 above, the
Custodian is empowered to make a distribution absent such an instruction if
directed to do so pursuant to a court order of any kind and neither the
Custodian nor the Company shall in such event incur any liability for
acting in
accordance with such court order.
14. WRITTEN INSTRUCTIONS AND NOTICES. All written notices or communications
required to be given by the Custodian to the Depositor shall be deemed to
have
been given when sent by mail to either the Broker or to the last known
address
of the Depositor in the records of the Custodian. All written instructions,
notices, or communications required to be given by the Depositor to the
Custodian shall be mailed or delivered to the Custodian at its designated
mailing address as specified on the Application, and no such instruction,
notice, or communication shall be effective until the Custodian's actual
receipt thereof.
15. EFFECT OF WRITTEN INSTRUCTIONS AND NOTICES. The Custodian shall be
entitled
to rely conclusively upon, and shall be fully protected in any action or
non-action taken in good faith in reliance upon, any written instructions,
notices, communications or instruments believed to have been genuine and
properly executed. Any such notification may be proved by original copy or
reproduced copy thereof, including, without limitation, a copy produced by
photocopying, facsimile transmission, or electronic imaging. For this
purpose,
the Custodian may (but is not required to) give the same effect to a
telephonic
instruction as it gives to a written instruction, and the Custodian's
action in
doing so shall be protected to the same extent as if such telephonic
instructions were, in fact, a written instruction. Any such telephonic
instruction may be proved by audio recorded tape.
16. TAX MATTERS.
(a) General. The Custodian shall submit required reports to the IRS and the
Depositor (or the Depositor's Authorized Agent, Beneficiary, executor, or
administrator); provided, however, that such individual shall prepare any
return or report required in connection with maintaining the Account, or as
a
result of liability incurred by the Account for tax on unrelated business
taxable income, or windfall profits tax.
(b) Annual Report. As soon as is practicable after the close of each
taxable
year, and whenever required by the Code, the Custodian shall deliver to the
Depositor a written report(s) reflecting receipts, disbursements and other
transactions effected in the Custodial Account during such period and the
fair
market value of the assets and liabilities of the Custodial Account as of
the
close of such period in a manner prescribed by the Internal Revenue
Service.
Unless the Depositor sends the Custodian written objection to a report
within
ninety (90) days of receipt, the Depositor shall be deemed to have approved
of
such report, and the Custodian and the Company, and their officers,
employees
and agents shall be forever released and discharged from all liability and
accountability to anyone with respect to their acts, transactions, duties
and
responsibilities as shown on or reflected by such report(s). The Company
shall
not incur any liability in the event the Custodian does not satisfy its
obligations as described herein.
(c) Withholding. Any distributions from the Custodial Account may be made
by
the Custodian net of any required tax withholding.
17. SPENDTHRIFT PROVISION. The interest of a Depositor in the Account shall
not
be transferred or assigned by voluntary or involuntary act of the Depositor
or
by operation of law; nor shall it be subject to alienation, assignment,
garnishment, attachment, receivership, execution or levy of any kind.
Notwithstanding the foregoing, in the event of a property settlement
between a
Depositor and his or her former spouse pursuant to which the transfer of a
Depositor's interest hereunder, or a portion thereof, is incorporated in a
divorce decree or in a written instrument incident to such divorce or legal
separation, then the interest so decreed by a Court to be the property of
such
former spouse shall be transferred to a separate Custodial Account for the
benefit of such former spouse, in accordance with Section 408(d)(6) of the
Code.
18. FEES AND EXPENSES.
(a) General. The fees of the Custodian for performing its duties hereunder
shall be in such amount as it shall establish from time to time. All such
fees,
as well as expenses (such as, without limitation, brokerage commissions
upon
the investment of funds, fees for special legal services, taxes levied or
assessed, or expenses in connection with the liquidation or retention of
all or
part of a rollover contribution), shall be collected by the Custodian from
cash
available in the Custodial Account, or if insufficient cash shall be
available,
by sale of sufficient assets in the Custodial Account and application of
the
sales proceeds to pay such fees and expenses. Alternatively, but only with
the
consent of the Custodian, fees and expenses may be paid directly to the
Custodian by the Depositor by separate check.
(b) Advisor Fees. The Custodian shall, upon direction from the Depositor,
disburse from the Custodial Account payment to the Depositor's registered
investment advisor of any fees for financial advisory services rendered
with
regard to the assets held in the Account. Such direction must be provided
in a
form and manner acceptable to the Custodian, and the Custodian shall not
incur
any liability for executing such direction.
(c) Sale of Assets. Whenever it shall be necessary in accordance with this
Section 18 to sell assets in order to pay fees or expenses, the Custodian
shall
request the Depositor (or the Depositor's Authorized agent, Beneficiary,
executor, or administrator) to provide specific instructions. If such
instructions are not received by the Custodian within ten (10) business
days of
the Custodian's request, the Custodian may sell any or all of the assets
credited to the Custodial Account at that time, and shall invest the
portion of
the sales proceeds remaining after collection of the applicable fees and
expenses therefrom in accordance with Section 3. The Custodian shall not
incur
any liability on account of its sale or retention of assets under such
circumstances.
19. VOTING WITH RESPECT TO SECURITIES. The Custodian shall mail to the
Depositor all prospectuses and proxies that may come into the Custodian's
possession by reason of its holding of Investment Company Shares or other
securities in the Custodial Account. A Depositor may direct the Custodian
as to
the manner in which any securities or Investment Company Shares held in the
Custodial Account shall be voted with respect to any matters as to which
the
Custodian as holder of record is entitled to vote, coming before any
meeting of
shareholders of the corporation that issued such securities, or of holders
of
interest in the Investment Company that issued such Investment Company
Shares.
All such directions shall be in writing on a form approved by the Custodian
and
signed by the Depositor, and delivered to the Custodian within the time
prescribed by it. The Custodian shall vote only those securities and
Shares
with respect to which it has received timely written directions from the
Depositor; provided, however, that the Custodian may without such direction
vote Shares "present" to the extent such a vote is needed to establish a
quorum.
20. LIMITATIONS ON CUSTODIAL LIABILITY AND INDEMNIFICATION. The Depositor
and
the Custodian intend that the Custodian shall have and exercise no
discretion,
authority, or responsibility as to any investment in connection with the
Account and the Custodian shall not be responsible in any way for the
purpose,
propriety or tax treatment of any contribution, or of any distribution, or
any
other action or nonaction taken pursuant to the Depositor's direction or
that
of the Depositor's Authorized Agent, Beneficiary, executor or
administrator.
The Depositor who directs the investment of his or her Account shall bear
sole
responsibility for the suitability of any directed investment and for any
adverse consequences arising from such an investment, including, without
limitation, the inability of the Custodian to value or to sell an illiquid
investment, or the generation of unrelated business taxable income with
respect
to an investment. To the fullest extent permitted by law, the Depositor (or
the
Depositor's Authorized Agent, Beneficiary, executor or administrator, as
appropriate) shall at all times fully indemnify and save harmless the
Custodian, the Company and their agents, affiliates, successors and assigns
and
their officers, directors and employees, from any and all liability arising
from the Depositor's investment direction under this Account, or from the
Broker's execution of such direction, and from any and all other liability
whatsoever that may arise in connection with this Agreement except
liability
arising under applicable law or liability arising from gross negligence or
willful misconduct on the part of the indemnified person. Although the
Custodian shall have no responsibility to give effect to a direction from
anyone other than the Depositor (or the Depositor's Beneficiary, executor
or
administrator), the Custodian may, in its discretion, establish procedures
pursuant to which the Depositor may delegate to a third party any or all of
the
Depositor's powers and duties hereunder; provided, however, that in no
event
may anyone other than the Depositor execute the application by which this
Agreement is adopted or the form by which the Beneficiary is appointed, and
provided, further, that any such third party to whom the Depositor has so
delegated powers and duties shall be treated as the Depositor for purposes
of
applying the preceding sentences of this paragraph and the provisions of
Article VIII, Section 2.
21. DELEGATION TO AGENTS. The Custodian may delegate to one or more
corporations affiliated with the Custodian the performance of record
keeping
and other ministerial services in connection with the Custodial Account,
for a
reasonable fee to be borne by the Custodian and not by the Custodial
Account.
Any such agent's duties and responsibilities shall be confined solely to
the
performance of such services, and shall continue only for so long as the
Custodian named in the Application serves as Custodian.
22. AMENDMENT OF AGREEMENT. The Depositor, the Broker, and Custodian
authorize
and direct the Company to amend this Agreement in any respect at any time
(including retroactively), so that it may conform with applicable
provisions of
the Internal Revenue Code, or with any other applicable law as in effect
from
time to time, or to make such other changes to this Agreement as the
Company
deems advisable. Any such amendment shall be effected by delivery to the
Custodian and mailing to the Depositor at his or her last known address as
shown in the records of the Custodian a copy of such amendment, or a
restatement of this Custodial Agreement including any such amendment. The
Depositor shall be deemed to consent to any such amendment(s) if he or she
fails to object thereto by written notice received by the Custodian within
fifteen (15) calendar days from the date of the Company's mailing to the
Depositor a copy of such amendment(s) or restatement.
23. RESIGNATION OR REMOVAL OF CUSTODIAN. The Company may remove the
Custodian
at any time, and the Custodian may resign at any time, upon thirty (30)
days'
written notice to the Depositor and the Broker. Upon the removal or
resignation
of the Custodian, the Company may, but shall not be required to, appoint a
successor custodian under this Custodial Agreement; provided that any
successor
custodian shall satisfy the requirements of Section 408(a)(2) of the Code.
Upon
any such successor's acceptance of appointment, the Custodian shall
transfer
the assets of the Custodial Account, together with copies of relevant books
and
records, to such successor custodian; provided, however, that the Custodian
is
authorized to reserve such sum of money or property as it may deem
advisable
for payment of any liabilities constituting a charge on or against the
assets
of the Custodial Account, or on or against the Custodian or the Company.
The
Custodian shall not be liable for the acts or omissions of any successor to
it.
If no successor custodian is appointed by the Company, the Custodial
Account
shall be terminated, and the assets of the Account, reduced by the amount
of
any unpaid fees or expenses, will be distributed to the Depositor.
24. TERMINATION OF THE CUSTODIAL ACCOUNT. The Depositor may terminate the
Custodial Account at any time upon notice to the Custodian in a manner and
form
acceptable to the Custodian. Upon such termination, the Custodian shall
transfer the assets of the Custodial Account, reduced by the amount of any
unpaid fees or expenses, to the custodian or trustee of another individual
retirement account (within the meaning of Section 408 of the Code) or other
retirement plan designated by the Depositor, as described in Article VIII,
Section 10. The Custodian shall not be liable for losses arising from the
acts,
omissions, delays or other inaction of any such transferee custodian or
trustee. If notice of the Depositor's intention to terminate the Custodial
Account is received by the Custodian and the Depositor had not designated a
transferee custodian or trustee for the assets in the Account, then the
Account, reduced by any unpaid fees or expenses, will be distributed to the
Depositor.
25. GOVERNING LAW. THIS AGREEMENT, AND THE DUTIES AND OBLIGATIONS OF THE
COMPANY AND THE CUSTODIAN UNDER THE AGREEMENT, SHALL BE CONSTRUED,
ADMINISTERED
AND ENFORCED ACCORDING TO THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
EXCEPT
AS SUPERSEDED BY FEDERAL LAW OR STATUTE.
26. WHEN EFFECTIVE. This Agreement shall not become effective until
acceptance
of the Application by or on behalf of the Custodian at its principal
office, as
evidenced by a written notice to the Depositor.

FIDELITY
INSTITUTIONAL
INDIVIDUAL
RETIREMENT
ACCOUNT
DISCLOSURE
STATEMENT
The following information is provided to you in accordance with the
requirements of the Internal Revenue Code (the "Code") and should be
reviewed
in conjunction with both the Custodial Agreement and the Application for
your
Individual Retirement Account ("IRA"). This information reflects the
provisions
of the Internal Revenue Code as are effective January 1, 1987, and
therefore
applies to contributions for years after, and to distributions taken after
1986.
RIGHT TO CANCEL
You may revoke this Account at any time within seven calendar days after it
is
established by mailing or delivering a written request for revocation to:
Fidelity Investments Institutional Services Company, Inc.
ATTN: Integrated Transaction Services
P.O. Box 1182, Mail Zone ZR5
Boston, Massachusetts 02103-1182
Upon revocation, you will receive a full refund of your initial
contribution,
including sales commissions (if any) and/or administrative fees. To
determine
where to send a revocation request, or if you have any questions relative
to
this procedure, please call our toll free number, 1-800-843-3001.
TYPES OF IRAS
REGULAR IRA. You may make a Regular IRA contribution of $2,000 or 100% of
your
compensation, whichever is less. (To determine the amount of your income
tax
deduction for your IRA contribution, see "Limits on Deductible
Contributions"
below.)
SPOUSAL IRA. If you and your spouse file a joint federal income tax return,
you
may make a Spousal IRA contribution, even if your spouse has received
compensation during the tax year. Your contribution to a Spousal IRA must
not
exceed the lesser of (1) $2,000 or (2) the excess of $2,250 (or if less,
100%
of your compensation) over your contribution to your Regular IRA. Note: If
your
spouse has more than $250 in compensation for the tax year, the two of you
may
make a larger total contribution if you each contribute to a Regular IRA.
ROLLOVER IRA. If you retire or change jobs, you may be eligible for a
distribution from your employer's retirement plan. To avoid mandatory
withholding of 20% of your distribution for federal income tax, and to
preserve
the tax-deferred status of this distribution, you can transfer it directly
to a
Rollover IRA. If you choose to have the distribution paid directly to you,
you
will be subject to the 20% withholding rules. You may still reinvest up to
100%
of the total amount of your distribution that is eligible for rollover in a
Rollover IRA by replacing the 20% that was withheld for taxes with other
assets
you own. You must reinvest in a Rollover IRA within 60 days of receipt of
your
distribution. The amount invested in a Rollover IRA will not be included in
your taxable income for the year in which you receive the qualified plan
distribution.
DESCRIPTION
OF ACCOUNT
Your IRA is a custodial account created for your exclusive benefit. Your
interest in the account is nonforfeitable.
ELIGIBILITY
Employees and self-employed individuals are eligible to contribute to an
IRA
even if they are already covered under another tax-qualified plan.
Employers
may contribute to IRAs established by their employees, and employers may
contribute to IRAs used as part of a Simplified Employee Pension Plan
("SEP,"
described below).
CONTRIBUTIONS
GENERAL. You may make annual cash contributions to an IRA in any amount up
to
100% of your compensation for the year or $2,000, whichever is less. Your
employer may make contributions to your account, but, except as noted below
under a SEP, the total contributions from you and your employer may not
exceed
this limitation. Contributions (other than rollover contributions described
below) must be made in "cash" and not in "kind." Therefore, securities or
other
assets already owned cannot be contributed to an IRA but can be converted
to
cash and then contributed. No part of your contribution may be invested in
life
insurance or be commingled with other property, except in a common trust
fund
or common investment fund.
SPOUSAL ACCOUNTS. If you are married and file a joint tax return, you may
make
cash contributions to a "spousal" IRA in addition to your own IRA (even if
your
spouse has compensation). The total amounts contributed to your own and to
your
spouse's IRA may not exceed 100% of your combined compensation or $2,250,
whichever is less. In no event, however, may the annual contribution to
either
your account or your spouse's account exceed $2,000.
COMPENSATION means wages, salaries, professional fees, or other amounts
derived
from or received for personal service actually rendered and includes the
earned
income of a self-employed individual, and any alimony or separate
maintenance
payment includible in the individual's gross income.
ADJUSTED GROSS INCOME is determined prior to adjustments for personal
exemptions and itemized deductions. For purposes of determining the IRA
deduction (see below), adjusted gross income is modified to take into
account
deductions for IRA contributions, taxable benefits under the Social
Security
Act and the Railroad Retirement Act, and passive loss limitations under
Code
Section 86.
TIME OF CONTRIBUTION. You may make contributions to your IRA any time up to
and
including the due date (not including extensions) for filing your tax
return
for the year. You may continue to make annual contributions to your IRA up
to
(but not including) the calendar year in which you reach age 70 1/2. You
may
continue to make annual contributions to your spouse's IRA up to (but not
including) the calendar year in which your spouse reaches age 70 1/2.
ROLLOVER IRA CONTRIBUTIONS. Qualifying distributions from tax-qualified
plans
(for example, pension, profit-sharing, and Keogh plans) may be eligible for
rollover into your IRA. However, strict limitations apply to such rollovers
and
you should seek competent tax advice regarding these restrictions.
SIMPLIFIED EMPLOYEE PENSION PLAN CONTRIBUTIONS. A separate IRA may be
established for use by your employer as part of a SEP arrangement. Your
employer may contribute to your SEP-IRA up to a maximum of 15% of your
compensation or $30,000, whichever is less. If your SEP-IRA is used as part
of
a salary reduction SEP, you may elect to reduce your annual compensation,
up to
a maximum of 15% of your compensation or $7,000 (indexed to reflect
cost-of-living adjustments), whichever is less, and have your employer
contribute that amount to your SEP-IRA. If your employer maintains both a
salary reduction SEP and a regular SEP, the annual contribution limit to
both
SEPs together is 15% of your compensation or $30,000, whichever is less.
You
may contribute, in addition to the amount contributed by your employer to
your
SEP-IRA, an amount not in excess of the limits referred to under "General"
above. It is your and your employer's responsibility to see that
contributions
in excess of normal IRA limits are made under a valid SEP and are,
therefore,
proper.
EXCESS CONTRIBUTIONS. Contributions that exceed the allowable maximum per
year
are considered excess contributions. A nondeductible penalty tax of 6% of
the
excess amount contributed will be incurred for each year in which the
excess
contribution remains in your IRA. If you make a contribution (or your
employer
makes a SEP contribution, including a salary reduction contribution, on
your
behalf) in excess of your allowable maximum for any taxable year, you may
correct the excess contribution and avoid the 6% penalty tax for that year
by
withdrawing the excess contribution and its earnings on or before the date,
including extensions, for filing your tax return for that year.
The amount of the excess contribution withdrawn will not be considered a
premature distribution or (except in the case of a salary reduction
contribution) be taxed as ordinary income, but the earnings withdrawn will
be
taxed as ordinary income to you. Alternatively, excess contributions for
one
year may be carried forward and reported in the next year to the extent
that
the excess, when aggregated with your IRA contribution (if any) for the
subsequent year, does not exceed the maximum amount for that year. The 6%
excise tax will be imposed on excess contributions in each year they are
neither returned nor carried forward.
DEDUCTIBLE IRA
CONTRIBUTIONS
If you are not married and are not an active participant in an
employer-maintained retirement plan, you may make a fully deductible IRA
contribution in any amount up to 100% of your compensation for the year or
$2,000, whichever is less. The same limits apply if you are married and you
file a joint return with your spouse, and neither of you is an active
participant in an employer-maintained retirement plan. An
"employer-maintained
retirement plan" includes any of the following types of retirement plans:
- a qualified pension, profit-sharing, or stock bonus plan established in
accordance with IRC (sec. mk.) 401 (a) or 401 (k).
- a Simplified Employee Pension Plan (SEP) (IRC (sec. mk.) 408(k)).
- a deferred compensation plan maintained by a governmental unit or
agency.
- tax sheltered annuities and custodial accounts (IRC (sec. mk.) 403(b)
and
403(b)(7)).
- a qualified annuity plan under IRC (sec. mk.) 403(a).
You are an active participant in an employer maintained retirement plan
even
if you do not have a vested right to any benefits under your employer's
plan.
Whether you are an "active participant" depends on the type of plan
maintained
by your employer. Generally, you are considered an active participant in a
defined contribution plan if an employer contribution or forfeiture was
credited to your account under the plan during the year. You are considered
an
active participant in a defined benefit plan if you are eligible to
participate
in the plan, even though you elect not to participate. You are also treated
as
an active participant for a year during which you make a voluntary or
mandatory
contribution to any type of plan, even though your employer makes no
contribution to the plan.
If you (or your spouse, if you are filing a joint tax return) are covered
by an
employer-maintained retirement plan, your IRA contribution is tax
deductible
only to the extent that your adjusted gross income does not exceed the
deductibility limits discussed below.
LIMITS ON
DEDUCTIBLE
CONTRIBUTIONS
The deduction of your IRA contribution is reduced proportionately for
adjusted
gross income that exceeds the applicable dollar amount. The applicable
dollar
amount for an individual is $25,000 and $40,000 for married couples filing
a
joint tax return. The applicable dollar limit for married individuals
filing
separate returns is $0. If your adjusted gross income exceeds the
applicable
dollar amount by not more than $10,000, you may make a deductible IRA
contribution (but the deductible amount will be less than $2,000).
To determine the amount of your deductible contribution, use the following
calculation:
1. Subtract the applicable dollar amount from your adjusted gross income.
If
the result is $10,000 or more, stop; you can only make a nondeductible
contribution.
2. Subtract the above figure from $10,000.
3. Divide the above figure by $10,000.
4. Multiply $2,000 by the fraction resulting from the above steps. This is
your
maximum deductible contribution limit.
If the deduction limit is not a multiple of $10, then it is to be rounded
up to
the next highest $10. There is a $200 minimum floor on the deduction limit
if
your adjusted gross income does not exceed $35,000 (for a single taxpayer),
$50,000 (for married taxpayers filing jointly) or $10,000 (for a married
taxpayer filing separately).
Adjusted gross income for married couples filing a joint tax return is
calculated by aggregating the compensation of both spouses. The deduction
limitations on IRA contributions, as determined above, then apply to each
spouse.
NONDEDUCTIBLE
IRA
CONTRIBUTIONS
Even if your income exceeds the limits described above, you may make a
contribution to your IRA up to the lesser of $2,000 or 100% of your
compensation. To the extent that your contribution exceeds the deductible
limits, it will be nondeductible. Earnings on all IRA contributions are tax
deferred until distribution.
You are required to designate on your tax return (and attach to it Form
8606)
the extent to which your IRA contribution is nondeductible. Therefore, your
designation must be made by the due date (including extensions) for filing
your
tax return. If you overstate the amount of nondeductible contributions for
a
taxable year, a penalty of $100 will be assessed for each overstatement
unless
you can show that the overstatement was due to a reasonable cause.
INVESTMENT
OF ACCOUNT
The assets in your IRA will be invested in accordance with your
instructions.
As with any investment, you should read any publicly available information
(e.g., prospectuses, annual reports, the terms and conditions of any
insurance
annuity contract, etc.) that would enable you to make an informed
investment
decision.
If no investment instructions are received from you, or if the instructions
received are, in the opinion of the Custodian, unclear, you may be
requested to
provide instructions. In the absence of such instructions, your investment
may
be invested in Money Market Shares, which strive to maintain a stable $1
per
share balance. Keep in mind that with respect to investments in regulated
investment company shares (i.e., mutual funds) held in your account, growth
in
the value of your account cannot be guaranteed or projected.
DISTRIBUTIONS
GENERAL. Distributions from your IRA should begin no earlier than the date
you
reach age 59 1/2 (except in cases of your earlier disability or death) and
no
later than the April 1 following the year in which you reach age 70 1/2.
Distributions from your account will be included in your gross income for
federal income tax purposes for the year in which you receive them.
PREMATURE DISTRIBUTIONS. To the extent they are included in income,
distributions from your IRA made before you reach age 59 1/2 will be
subject to
a 10% nondeductible penalty tax (in addition to being taxable as ordinary
income) unless the distribution is an exempt withdrawal of an excess
contribution, or the distribution is rolled over to another qualified
retirement plan, or the distribution is made on account of your death or
disability, or the distribution is one of a scheduled series of payments
over
your life or life expectancy or the joint life expectancies of yourself and
your Beneficiary.
LATEST TIME TO WITHDRAW. You must begin receiving distributions of the
assets
in your account by April 1 of the calendar year following the calendar year
in
which you reach age 70 1/2. Subsequent distributions must be made by
December
31 of each year. If you maintain more than one IRA, you may take from any
of
your IRAs the aggregate amount to be withdrawn.
MINIMUM DISTRIBUTIONS. Once distributions are required to begin, they must
not
be less than the amount each year (determined by actuarial tables) that
would
exhaust the value of the account over the required distribution period,
which
is generally your life expectancy or the joint life and last survivor
expectancy of you and an individual you have designated as your
Beneficiary.
You will be subject to a 50% excise tax on the amount by which the
distribution
you actually received in any year falls short of the minimum distribution
required for the year.
METHODS OF DISTRIBUTION. Assets may be distributed from your account
according
to one or more of the following methods selected by you:
(A) total distribution
(B) distribution over a certain period
(C) purchase of an annuity contract
(See Article IV of your IRA Custodial Agreement for a full description of
these
distribution methods.)
DISTRIBUTION UPON DEATH. The assets remaining in your Account will be
distributed upon your death to the beneficiary(ies) named by you on record
with
the Custodian. If there is no beneficiary designated for your Account in
the
Custodian's records, or if the beneficiary you had designated dies before
you
do, your Account will be paid to your surviving spouse, or if none, to your
estate.
If your spouse was your primary beneficiary and you had started to receive
distributions from your account, but die before receiving the balance of
your
account, your spouse has several options. Your spouse can either keep
receiving
distributions from your account at least as rapidly, or roll over all or
part
of your account into an IRA in his or her name. If distributions from your
account had not yet begun, your spouse may defer taking distributions until
April 1 of the year you would have turned 70 1/2, and then receive
distributions over his or her life expectancy, or roll over the account
into an
IRA in their name, and treat the IRA as his or her own.
If your beneficiary is not your spouse, and distributions had begun from
your
account, your beneficiary may continue to receive them at least as rapidly
as
the payment schedule you had established. If distributions had not yet
begun,
your beneficiary must deplete your account within five (5) years of your
death,
or start taking distributions from your account within one year of your
death
over their own life expectancy.
DISTRIBUTION OF NONDEDUCTIBLE CONTRIBUTIONS. To the extent that a
distribution
constitutes a return of your nondeductible contributions, it will not be
included in your income. The amount of any distribution excludable from
income
is the portion that bears the same ratio to the total distribution that
your
aggregate nondeductible contributions bear to the balance at the end of the
year (calculated after adding back distributions during the year) of your
IRA.
For this purpose, all of your IRAs are treated as a single IRA.
Furthermore,
all distributions from an IRA during a taxable year are to be treated as
one
distribution. The aggregate amount of distributions excludable from income
for
all years is not to exceed the aggregate nondeductible contributions for
all
calendar years. There is a 10% additional income tax assessed against
premature distributions to the extent such distributions are includible in
income (see "Premature Distributions" above).
EXCESS DISTRIBUTIONS. There is a 15% excise tax assessed against annual
distributions from tax-favored retirement plans, including IRAs, that
exceed
the greater of $150,000 or $112,500 (indexed to reflect cost-of-living
increases). To determine whether you have distributions in excess of this
limit, you must aggregate the amounts of all distributions received by you
during the calendar year from all retirement plans, including IRAs. Please
consult with your tax advisor for more complete information, including the
availability of favorable elections.
ROLLOVER TREATMENT. Distributions from your IRA representing all or any
part of
the assets in your IRA account are also eligible for rollover treatment.
You
may roll over all or any part of the same property from this distribution
of
assets, within 60 days of receipt, into another IRA or individual
retirement
annuity, and maintain the tax-deferred status of these assets. A 60 day
rollover can be made once every twelve months per IRA.
DIVORCE OR
LEGAL
SEPARATION
If all or any portion of your IRA is awarded to a former spouse pursuant to
divorce or legal separation, such portion can be transferred to an IRA in
the
receiving spouse's name. This transaction can be processed without any tax
implications to you provided a written instrument executed by a court
incident
to the divorce or legal separation in accordance with Section 408(d)(6) of
the
Code is received by the Custodian, and specifically directs such transfer.
In
addition, you must also provide the Custodian with a letter of instruction
and
an IRA application executed by the receiving spouse, if she or he doesn't
already maintain such IRA at Fidelity.
FEES AND
EXPENSES
Fees and other expenses of maintaining your Fidelity IRA account are
described
in the Application and may be changed from time to time, as provided in the
Custodial Agreement.
PROHIBITED
TRANSACTIONS
If any of the events prohibited by Section 4975 of the Code (such as any
sale,
exchange or leasing of any property between you and your IRA) occurs during
the
existence of your IRA, your account will be disqualified and the entire
balance
in your account will be treated as if distributed to you as of the first
day of
the year in which the prohibited event occurs. This "distribution" would be
subject to ordinary income tax and, if you were under age 59 1/2 at the
time,
to the 10% penalty tax on premature distributions.
If you or your Beneficiary use (pledge) all or any part of your IRA as
security
for a loan, then the portion so pledged will be treated as if distributed
to
you, and will be taxable to you as ordinary income and subject to the 10%
penalty during the year in which you make such a pledge.
OTHER TAX
CONSIDERATIONS
NO SPECIAL TAX TREATMENT. No distribution to you or anyone else from your
account can qualify for capital gain treatment under the federal income tax
laws. It is taxed to the person receiving the distribution as ordinary
income.
(Similarly, you are not entitled to the five-year averaging rule for lump
sum
distributions available to persons receiving distributions from certain
other
types of retirement plans.)
GIFT TAX. If you elect during your lifetime to have all or any part of your
account payable to a Beneficiary at or after your death, the election will
not
subject you to any gift tax liability.
TAX WITHHOLDING. Federal income tax will be withheld from distributions you
receive from an IRA unless you elect not to have tax withheld. However, if
IRA
distributions are to be delivered outside of the United States, this tax is
mandatory and you may not elect otherwise unless you certify to the
Custodian
that you are not a U.S. citizen residing overseas or a "tax avoidance
expatriate" as described in Code Section 877. Federal income tax will be
withheld at the rate of 10%.
REPORTING FOR TAX PURPOSES. Contributions to your IRA must be reported on
your
tax Form 1040 or 1040A for the taxable year contributed. You will be
required
to designate your IRA contribution as deductible or nondeductible. You are
also
required to attach a Form 8606 to your 1040 or 1040A form. Form 8606 is
used to
report nondeductible IRA contributions and to calculate the basis
(nontaxable
part) of your IRA. Other reporting will be required by you in the event
that
special taxes or penalties described herein are due. You must also file
Treasury Form 5329 with the IRS for each taxable year in which the
contribution
limits are exceeded, a premature distribution takes place, or less than the
required minimum amount is distributed from your IRA. The Tax Reform Act of
1986 also requires you to report the amount of all distributions you
received
from your IRA and the aggregate account balance of all IRAs as of the end
of
the calendar year.
IRS APPROVAL
The form of your Individual Retirement Account has been approved by the
Internal Revenue Service. The Internal Revenue Service approval is a
determination only as to the form and does not represent a determination of
the
merits of the Account. You may obtain further information with respect to
your
IRA from any district office of the Internal Revenue Service.
I.BM-IRA-CUS-693
82 Devonshire Street, ZR5
Boston, MA 02109

FIDELITY ADVISOR FUNDS
INDIVIDUAL RETIREMENT ACCOUNT
CUSTODIAL AGREEMENT
DISCLOSURE STATEMENT
UNDER SECTION 408(a)
OF THE INTERNAL REVENUE CODE
The Depositor whose name appears on the attached Application is
establishing an
individual retirement account (under Section 408(a) of the Internal Revenue
Code) to provide for his or her retirement and for the support of his or
her
beneficiaries after death.
The Custodian named on the attached Application has given the Depositor the
Disclosure Statement required under the Income Tax Regulations under
Section
408(i) of the Code.
The Depositor has deposited with the Custodian an initial contribution in
cash,
as set forth in the attached Application.
The Depositor and the Custodian make the following Agreement:
ARTICLE I
The Custodian may accept additional cash contributions on behalf of the
Depositor for a tax year of the Depositor. The total cash contributions are
limited to $2,000 for the tax year unless the contribution is a rollover
contribution described in Section 402(c) of the Code (but only after
December
31, 1992), 403(a)(4), 403(b)(8), 408(d)(3), or an employer contribution to
a
Simplified Employee Pension plan as described in Section 408(k). Rollover
contributions before January 1, 1993, include rollovers described in
Section
402(a)(5), 402(a)(6), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3), or an
employer contribution to a Simplified Employee Pension Plan as described in
Section 408(k).
ARTICLE II
The Depositor's interest in the balance in the Custodial Account is
nonforfeitable.
ARTICLE III
1. No part of the custodial funds may be invested in life insurance
contracts,
nor may the assets of the Custodial Account be commingled with other
property
except in a common trust fund or common investment fund (within the meaning
of
Section 408(a)(5) of the Code).
2. No part of the custodial funds may be invested in collectibles (within
the
meaning of Section 408(m) of the Code) except as otherwise permitted by
Section
408(m)(3), which provides an exception for certain gold and silver coins
and
coins issued under the laws of any state.
ARTICLE IV
1. Notwithstanding any provision of this agreement to the contrary, the
distribution of the Depositor's interest in the Custodial Account shall be
made
in accordance with the following requirements and shall otherwise comply
with
Section 408(a)(6) and Proposed Regulations Section 1.408-8, including the
incidental death benefit provisions of Proposed Regulations Section
1.401(a)(9)-2, the provisions of which are incorporated by reference.
2. Unless otherwise elected by the time distributions are required to begin
to
the Depositor under paragraph 3, or to the surviving spouse under paragraph
4,
other than in the case of a life annuity, life expectancies shall be
recalculated annually. Such election shall be irrevocable as to the
Depositor
and the surviving spouse and shall apply to all subsequent years. The life
expectancy of a nonspouse beneficiary may not be recalculated.
3. The Depositor's entire interest in the Custodial Account must be, or
begin
to be, distributed by the Depositor's required beginning date (April 1
following the calendar year end in which the Depositor reaches age 70 1/2).
By
that date, the Depositor may elect, in a manner acceptable to the
Custodian, to
have the balance in the Custodial Account distributed in:
(a) A single-sum payment.
(b) An annuity contract that provides equal or substantially equal
monthly,
quarterly, or annual payments over the life of the Depositor.
(c) An annuity contract that provides equal or substantially equal
monthly,
quarterly, or annual payments over the joint and last survivor lives of the
Depositor and his or her designated Beneficiary.
(d) Equal or substantially equal annual payments over a specified
period
that may not be longer than the Depositor's life expectancy.
(e) Equal or substantially equal annual payments over a specified
period
that may not be longer than the joint life and last survivor expectancy of
the
Depositor and his or her designated Beneficiary.
4. If the Depositor dies before his or her entire interest is distributed
to
him or her, the entire remaining interest will be distributed as follows:
(a) If the Depositor dies on or after distribution of his or her
interest
has begun, distribution must continue to be made in accordance with
paragraph
3.
(b) If the Depositor dies before distribution of his or her interest
has
begun, the entire remaining interest will, at the election of the Depositor
or,
if the Depositor has not so elected, at the election of the Beneficiary or
Beneficiaries, either
(i) Be distributed by the December 31 of the year containing the
fifth anniversary of the Depositor's death, or
(ii) Be distributed in equal or substantially equal payments over
the
life or life expectancy of the designated Beneficiary or Beneficiaries
starting
by December 31 of the year following the year of the Depositor's death. If,
however, the Beneficiary is the Depositor's surviving spouse, then this
distribution is not required to begin before December 31 of the year in
which
the Depositor would have turned age 70 1/2.
(c) Except where distribution in the form of an annuity meeting the
requirements of Section 408(b)(3) and its related regulations has
irrevocably
commenced, distributions are treated as having begun on the Depositor's
required beginning date, even though payments may actually have been made
before that date.
(d) If the Depositor dies before his or her entire interest has been
distributed and if the Beneficiary is other than the surviving spouse, no
additional cash contributions or rollover contributions may be accepted in
the
account.
5. In the case of distribution over life expectancy in equal or
substantially
equal annual payments, to determine the minimum annual payment for each
year,
divide the Depositor's entire interest in the Custodial Account as of the
close
of business on December 31 of the preceding year by the life expectancy of
the
Depositor (or the joint life and last survivor expectancy of the Depositor
and
the Depositor's designated Beneficiary, or the life expectancy of the
designated Beneficiary, whichever applies). In the case of distributions
under
paragraph 3, determine the initial life expectancy (or joint life and last
survivor expectancy) using the attained ages of the Depositor and
designated
Beneficiary as of their birthdays in the year the Depositor reaches age 70
1/2.
In the case of a distribution in accordance with paragraph 4(b)(ii),
determine
life expectancy using the attained age of the designated Beneficiary as of
the
Beneficiary's birthday in the year distributions are required to commence.
6. The owner of two or more individual retirement accounts may use the
"alternative method" described in Notice 88-38, 1988-1 C.B. 524, to satisfy
the
minimum distribution requirements described above. This method permits an
individual to satisfy these requirements by taking from one individual
retirement account the amount required to satisfy the requirement for
another.
ARTICLE V
1. The Depositor agrees to provide the Custodian with information necessary
for
the Custodian to prepare any reports required under Section 408(i) of the
Code
and Regulations Sections 1.408-5 and 1.408-6.
2. The Custodian agrees to submit reports to the Internal Revenue Service
and
the Depositor prescribed by the Internal Revenue Service.
ARTICLE VI
Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence will be controlling.
Any
additional articles that are not consistent with Section 408(a) of the Code
and
the related regulations will be invalid.
ARTICLE VII
This Agreement will be amended from time to time to comply with the
provisions
of the Code and related regulations. Other amendments may be made with the
consent of the Depositor and the Custodian.
ARTICLE VIII
1. DEFINITIONS. The following definitions shall apply to terms used in this
Article VIII:
(a) "Account" or "Custodial Account" means the custodial account
established hereunder for the benefit of the Depositor.
(b) "Agreement" means the Fidelity Advisor Fund IRA Custodial
Agreement,
including the information and provisions set forth in any Account
Application
that goes with this Agreement. This Agreement, including the Account
Application and any designation of Beneficiary filed with the Custodian,
may be
proved either by an original copy or by a reproduced copy thereof,
including,
without limitation, a copy reproduced by photocopying, facsimile
transmission,
or electronic imaging.
(c) "Application" shall mean the Application by which this Agreement,
as
may be amended from time to time, is established between the Depositor and
the
Custodian. The statements contained therein shall be incorporated into this
Agreement.
(d) "Authorized Agent" means the person or persons authorized by the
Depositor, on a signed form acceptable to and filed with the Custodian, to
purchase or sell Shares in the Depositor's Account.
(e) "Beneficiary" means the person or persons (including a trust or
estate)
designated as such by the Depositor on a signed form acceptable to and
filed
with the Custodian pursuant to Article VIII, Section 8 of this Agreement.
(f) "Broker" shall mean either a securities broker-dealer registered as
such under the Securities Exchange Act of 1934, or a bank as defined in
Section
3(a)(6) of the Securities Exchange Act of 1934, which the Depositor has
designated as his or her Broker in the Account Application.
(g) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(h) "Company" shall mean FMR Corp., a Massachusetts corporation, or any
successor or affiliate thereof to which FMR Corp. may, from time to time,
delegate or assign any or all of its rights or responsibilities under this
Agreement.
(i) "Custodian" shall mean State Street Bank & Trust Company, a
Massachusetts Trust Company, or its successor, as specified in the Account
Application.
(j) "Depositor" means the person named in the Account Application.
(k) "Investment Company Shares" or "Shares" shall mean shares of stock,
trust certificates, or other evidences of interest (including fractional
shares) in any corporation, partnership, trust, or other entity registered
under the Investment Company Act of 1940 for which Fidelity Management
&
Research Company, a Massachusetts corporation, or its successors or
affiliates
(collectively, for purposes of this Agreement "FMR") serves as investment
advisor and which are designated by FMR as a Fidelity Advisor Fund.
(l) "Money Market Shares" shall mean any Investment Company Shares or
other
such shares issued by a money market mutual fund and which are permitted by
the
Custodian for investment under this Agreement.
2. BROKER. The Broker shall be appointed by the Depositor in the
Application as
his or her agent to execute such investment directions with respect to
Investment Company Shares as the Depositor may give under the terms of the
Custodial Account, including the execution of purchase and sale orders
through
the Company's proprietary remote trading system.
In all cases the Broker, and not the Custodian, shall have the
responsibility
for delivering to the Depositor all notices and prospectuses relating to
such
Investment Company Shares. To the extent that the Custodian delivers to the
Broker confirmations, statements and other notices with respect to the
Account,
any such communications delivered to the Broker shall be deemed to have
been
delivered to the Depositor. The Depositor agrees to hold the Custodian and
the
Company harmless from and against any losses, cost or expenses arising in
connection with the delivery or receipt of any such communication(s),
provided
the Custodian has acted in accordance with the above.
3. INVESTMENT OF CONTRIBUTIONS. Contributions to the Account may be
invested
only in Investment Company Shares, and shall be invested as follows:
(a) General. Contributions will be invested in accordance with the
Depositor's written instructions in the Application, and with subsequent
instructions given by the Depositor or the Authorized Agent appointed by
the
Depositor (or, following the death of the Depositor, his or her
Beneficiary)
through the Broker to the Custodian in a manner acceptable to the
Custodian. By
giving such instructions to the Custodian, such person will be deemed to
have
acknowledged receipt of the then-current prospectus, if any, for any
Investment
Company Shares in which the Depositor (or the Authorized Agent appointed by
the
Depositor), through the Broker directs the Custodian to invest assets in
his or
her Account. All charges incidental to carrying out such instructions shall
be
charged and collected in accordance with Article VIII, Section 18. All
Investment Company Shares in the Custodial Account shall be held in the
name of
the Custodian or its nominee or nominees.
(b) Initial Contribution. The Custodian will invest all contributions
promptly after their receipt, as set forth below; provided, however, that
the
Custodian shall not be obligated to invest the Depositor's initial
contribution
to his Custodial Account as indicated on the Application, until at least
seven
(7) calendar days have elapsed from the date of acceptance of the
Application
by or on behalf of the Custodian.
(c) Unclear Instructions. If the Depositor's Custodial Account at any
time
contains cash as to which investment instructions in accordance with this
Section 3 have not been received by the Custodian, or if the Custodian
receives
instructions as to investment selection or allocation which are, in the
opinion
of the Custodian, not clear, the Custodian may request instructions from
the
Depositor (or the Depositor's Authorized Agent, Beneficiary, executor or
administrator). Pending receipt of such instructions any cash may be
invested
in Money Market Shares, and any other investment may remain unchanged. The
Custodian shall not be liable to anyone for any loss resulting from delay
in
investing such cash or in implementing such instructions. Notwithstanding
the
above, the Custodian may, but need not, for administrative convenience
maintain
a balance of up to $100 of uninvested cash in the Depositor's Custodial
Account.
(d) Minimum Investment. Any other provision hereof to the contrary
notwithstanding, the Depositor (or the Depositor's Authorized Agent,
Beneficiary, executor, or administrator) may not direct that any part or
all of
the Custodial Account be invested in Investment Company Shares unless the
aggregate amount to be invested is at least such amount as the Custodian
shall
establish from time to time.
(e) No Duty. The Custodian shall not have any duty to question the
directions of a Depositor (or the Depositor's Broker, Authorized Agent,
Beneficiary, executor, or administrator) in the investment of his or her
Custodial Account or to advise the Depositor or the Depositor's Broker
regarding the purchase, retention or sale of assets credited to the
Custodial
Account. The Custodian, or any of its affiliates, shall not be liable for
any
loss which results from the Depositor's (or the Depositor's Broker,
Authorized
Agent, Beneficiary, executor, or administrator) exercise of control
(whether by
his or her action or inaction) over the Custodial Account.
4. CONTRIBUTIONS BY DIVORCED OR SEPARATED SPOUSES. All alimony and separate
maintenance payments received by a divorced or separated spouse, and
taxable
under Section 71 of the Code, shall be considered compensation for purposes
of
computing the maximum annual contribution to the Custodial Account, and the
limitations for contributions by a divorced or separated spouse shall be
the
same as for any other individual.
5. TIMING OF CONTRIBUTIONS. A contribution is deemed to have been made on
the
last day of the preceding taxable year if the contribution is made by the
deadline for filing the Depositor's income tax return (not including
extensions), or such later date as may be determined by the Department of
the
Treasury or the IRS, provided the Depositor (or the Depositor's Broker or
Authorized Agent) designates, in a manner acceptable to the Custodian, the
contribution as a contribution for the preceding taxable year.
6. ROLLOVER CONTRIBUTIONS. The Custodian will accept for the Custodial
Account
all rollover contributions which consist of cash, and it may, but shall be
under no obligation to, accept all or any part of any other rollover
contribution. The Depositor shall designate each rollover contribution as
such
to the Custodian through the Broker, and by such designation shall confirm
to
the Custodian that a proposed rollover contribution qualifies as a rollover
contribution within the meaning of Sections 402(a)(5), 402(a)(6),
402(a)(7),
402(c), 403(a)(4), 403(b)(8), and/or 408(d)(3) of the Code. Submission by
or on
behalf of a Depositor of a rollover contribution consisting of assets other
than cash or property permitted as an investment under this Article VIII
shall
be deemed to be the instruction of the Depositor to the Custodian that, if
such
rollover contribution is accepted, the Custodian will use its best efforts
to
sell those assets for the Depositor's account, and to invest the proceeds
of
any such sale in accordance with Section 3. To the extent permitted by law,
the
Custodian shall not be liable to anyone for any loss resulting from such
sale
or delay in effecting such sale; or for any loss of income or appreciation
with
respect to the proceeds thereof after such sale and prior to investment
pursuant to Section 3; or for any failure to effect such sale if such
property
proves not readily marketable in the ordinary course of business. All
brokerage
and other costs incidental to the sale or attempted sale of such property
will
be charged to the Custodial Account in accordance with Article VIII,
Section
18.
7. REINVESTMENT OF EARNINGS. In the absence of other instructions pursuant
to
Section 3, distributions of every nature received in respect of the assets
in a
Depositor's Custodial Account shall be reinvested as follows:
(a) in the case of a distribution in respect of Investment Company
Shares
which may be received, at the election of the shareholder, in cash or in
additional Shares of such Investment Company, the Custodian shall elect to
receive such distribution in additional Investment Company Shares;
(b) in the case of a cash distribution which is received in respect of
Investment Company Shares, the Custodian shall reinvest such cash in
additional
Shares of that Investment Company;
(c) in the case of any other distribution of any nature received in
respect
of assets in the Custodial Account, the distribution shall be liquidated to
cash, if necessary, and shall be reinvested in accordance with the
Depositor's
instructions pursuant to Section 3.
8. DESIGNATION OF BENEFICIARY. A Depositor may designate a Beneficiary as
follows:
(a) General. A Depositor may designate a Beneficiary or Beneficiaries
at
any time, and any such designation may be changed or revoked at any time,
by
written designation signed by the Depositor on a form acceptable to, and
filed
with, the Custodian; provided, however, that such designation, or change or
revocation of a prior designation, shall not be effective unless it is
received
and accepted by the Custodian no later than thirty (30) days after the
death of
the Depositor, and provided further that the latest such designation or
change
or revocation shall control. If the Depositor had not by the date of his or
her
death properly designated a Beneficiary in accordance with the preceding
sentence, or if no designated Beneficiary survives the Depositor, the
Depositor's Beneficiary shall be his or her surviving spouse, but if he or
she
has no surviving spouse, his or her estate. Unless otherwise specified in
the
Depositor's designation of Beneficiary, if a Beneficiary dies before
receiving
his or her entire interest in the Custodial Account, his or her remaining
interest in the Custodial Account shall be paid to the Beneficiary's
estate.
(b) Minors. If a distribution upon the death of the Depositor is
payable to
a person known by the Custodian to be a minor or otherwise under a legal
disability, the Custodian may, in its absolute discretion, make all, or any
part of the distribution to (a) a parent of such person, (b) the guardian,
conservator, or other legal representative, wherever appointed, of such
person,
(c) a custodial account established under a Uniform Gifts to Minors Act,
Uniform Transfers to Minors Act, or similar act, (d) any person having
control
or custody of such person, or (e) to such person directly.
(c) QTIPs and QDOTs. A Depositor may designate as Beneficiary of his or
her
Account a trust for the benefit of his or her surviving spouse that is
intended
to satisfy the conditions of Sections 2056(b)(7) or 2056A of the Code (a
"Spousal Trust"). In that event, if the Depositor is survived by his or her
spouse, the following provisions shall apply to the Account, from and after
the
death of the Depositor until the death of the Depositor's surviving spouse:
(1)
all of the income of the Account shall be paid to the Spousal Trust
annually or
at more frequent intervals, and (2) no person shall have the power to
appoint
any part of the Account to any person other than the Spousal Trust. To the
extent permitted by Section 401(a)(9) of the Code, as determined by the
trustee(s) of the Spousal Trust, the surviving spouse of a Depositor who
has
designated a Spousal Trust as his or her Beneficiary may be treated as his
or
her "designated beneficiary" for purposes of the distribution requirements
of
that Code section. The Custodian shall have no responsibility to determine
whether such treatment is appropriate.
(d) Judicial Determination. Anything to the contrary herein
notwithstanding, in the event of reasonable doubt respecting the proper
course
of action to be taken, the Custodian may in its sole and absolute
discretion
resolve such doubt by judicial determination which shall be binding on all
parties claiming any interest in the Account. In such event all court
costs,
legal expenses, reasonable compensation of time expended by the Custodian
in
the performance of its duties, and other appropriate and pertinent expenses
and
costs shall be collected by the Custodian from the Custodial Account in
accordance with Article VIII, Section 18.
(e) No Duty. The Custodian shall not have any duty to question the
directions of a Depositor (or the Depositor's Authorized Agent,
Beneficiary,
executor or administrator) as to the time(s) and amount(s) of distributions
from the Custodial Account, or to advise him or her regarding the
compliance of
such distributions with Section 401(a)(9), Section 2056(b)(7) or Section
2056A
of the Code.
9. PAYROLL DEDUCTION. Subject to approval of the Custodian and the Broker,
a
Depositor may choose to have contributions to his or her Custodial Account
made
through payroll deduction if the Account is maintained as part of a program
sponsored by the Depositor's employer. In order to establish payroll
deduction,
the Depositor must authorize his or her employer to deduct a fixed amount
from
each pay period's salary up to a total amount of $2,000 per year, unless
such
contributions are being made pursuant to a Simplified Employee Pension Plan
described under Section 408(k) of the Code, in which case, contributions
can be
made up to 15% of the Depositor's earned income, up to $30,000 per year.
Contribution's to the Custodial Account of the Depositor's spouse may be
made
through payroll deduction if the employer authorizes the use of payroll
deductions for such contributions, but such contributions must be made to a
separate Account maintained for the benefit of the Depositor's spouse. The
payroll deduction authorization shall continue in force until such time as
written amendment or revocation is received by the Depositor's employer and
the
Custodian with reasonable advance notice.
10. TRANSFERS TO OR FROM THE ACCOUNT. Assets held on behalf of the
Depositor in
another IRA may be transferred by the trustee or custodian thereof directly
to
the Custodian, in a form and manner acceptable to the Custodian, to be held
in
the Custodial Account for the Depositor under this Agreement. The Custodian
will not be responsible for any losses the Depositor may incur as a result
of
the timing of any transfer from another trustee or custodian that are due
to
circumstances reasonably beyond the control of the Custodian.
Assets held on behalf of the Depositor in the Account may be transferred
directly to a trustee or custodian of another IRA established for the
Depositor, if so directed by the Depositor in a form and manner acceptable
to
the Custodian; provided, however, that it shall be the Depositor's
responsibility to ensure that any minimum distribution required by Section
401(a)(9) of the Code is made prior to giving the Custodian such transfer
instructions.
11. DISTRIBUTIONS FROM THE ACCOUNT. Subject to Section 13 below,
distributions
from the Account will be made only upon the request of the Depositor (or
the
Depositor's Authorized Agent, Beneficiary, executor, or administrator) to
the
Custodian through the Broker in such form and in such manner as is
acceptable
to the Custodian. For distributions requested pursuant to Article IV, life
expectancy and joint life and last survivor expectancy are calculated based
on
information provided by the Depositor (or the Depositor's Authorized Agent,
Beneficiary, executor, or administrator) using the Expected Return
Multiples in
Section 1.72-9 of the Income Tax Regulations. The Custodian shall not incur
any
liability for errors in such calculations as a result of reliance on
information provided by the Depositor (or the Depositor's Authorized Agent,
Beneficiary, executor, or administrator) or the Depositor's Broker. Without
limiting the generality of the foregoing, the Custodian is not obligated to
make any distribution, including a minimum required distribution as
specified
in Article IV above, absent a specific written direction from the Depositor
(or
the Depositor's Authorized Agent, Beneficiary, executor, or administrator)
through the Broker to do so.
12. ACTIONS IN THE ABSENCE OF SPECIFIC INSTRUCTIONS. If the Custodian
receives
no response to communications sent to the Depositor (or the Depositor's
Authorized Agent, Beneficiary, executor, or administrator) at the
Depositor's
(or the Depositor's Authorized Agent, Beneficiary, executor, or
administrator's) last known address as shown in the records of the
Custodian,
or if the Custodian determines, on the basis of evidence satisfactory to
it,
that the Depositor is legally incompetent, the Custodian thereafter may
make
such determinations with respect to distributions, investments, and other
administrative matters arising under this Agreement as it considers
reasonable,
notwithstanding any prior instructions or directions given by or on behalf
of
the Depositor. Any determinations so made shall be binding on all persons
having or claiming any interest under the Custodial Account, and the
Custodian
shall not incur any obligation or liability for any such determination made
in
good faith, for any action taken in pursuance thereof, or for any
fluctuations
in the value of the Account in the event of a delay resulting from the
Custodian's good faith decision to await additional information or
evidence.
13. RESPONSIBILITY AS TO CONTRIBUTIONS OR DISTRIBUTIONS. The Custodian will
not
under any circumstances be responsible for the timing, purpose or propriety
of
any contribution or of any distribution made hereunder, nor shall the
Custodian
incur any liability or responsibility for any tax imposed on account of any
such contribution or distribution. Notwithstanding Section 11 above, the
Custodian is empowered to make a distribution absent such an instruction if
directed to do so pursuant to a court order of any kind and neither the
Custodian nor the Company shall in such event incur any liability for
acting in
accordance with such court order.
14. WRITTEN INSTRUCTIONS AND NOTICES. All written notices or communications
required to be given by the Custodian to the Depositor shall be deemed to
have
been given when sent by mail to either the Broker or to the last known
address
of the Depositor in the records of the Custodian. All written instructions,
notices, or communications required to be given by the Depositor to the
Custodian shall be mailed or delivered to the Custodian at its designated
mailing address as specified on the Application, and no such instruction,
notice, or communication shall be effective until the Custodian's actual
receipt thereof.
15. EFFECT OF WRITTEN INSTRUCTIONS AND NOTICES. The Custodian shall be
entitled
to rely conclusively upon, and shall be fully protected in any action or
non-action taken in good faith in reliance upon, any written instructions,
notices, communications or instruments believed to have been genuine and
properly executed. Any such notification may be proved by original copy or
reproduced copy thereof, including, without limitation, a copy produced by
photocopying, facsimile transmission, or electronic imaging. For this
purpose,
the Custodian may (but is not required to) give the same effect to a
telephonic
instruction as it gives to a written instruction, and the Custodian's
action in
doing so shall be protected to the same extent as if such telephonic
instructions were, in fact, a written instruction. Any such telephonic
instruction may be proved by audio recorded tape.
16. TAX MATTERS.
(a) General. The Custodian shall submit required reports to the IRS and
the
Depositor (or the Depositor's Authorized Agent, Beneficiary, executor, or
administrator); provided, however, that such individual shall prepare any
return or report required in connection with maintaining the Account, or as
a
result of liability incurred by the Account for tax on unrelated business
taxable income, or windfall profits tax.
(b) Annual Report. As soon as is practicable after the close of each
taxable year, and whenever required by the Code, the Custodian shall
deliver to
the Depositor a written report(s) reflecting receipts, disbursements and
other
transactions effected in the Custodial Account during such period and the
fair
market value of the assets and liabilities of the Custodial Account as of
the
close of such period in a manner prescribed by the Internal Revenue
Service.
Unless the Depositor sends the Custodian written objection to a report
within
ninety (90) days of receipt, the Depositor shall be deemed to have approved
of
such report, and the Custodian and the Company, and their officers,
employees
and agents shall be forever released and discharged from all liability and
accountability to anyone with respect to their acts, transactions, duties
and
responsibilities as shown on or reflected by such report(s). The Company
shall
not incur any liability in the event the Custodian does not satisfy its
obligations as described herein.
(c) Withholding. Any distributions from the Custodial Account may be
made
by the Custodian net of any required tax withholding.
17. SPENDTHRIFT PROVISION. The interest of a Depositor in the Account shall
not
be transferred or assigned by voluntary or involuntary act of the Depositor
or
by operation of law; nor shall it be subject to alienation, assignment,
garnishment, attachment, receivership, execution or levy of any kind.
However,
this Section 17 shall not in any way be construed to, and the Custodian is
in
no way obligated or expected to, commence or defend any legal action in
connection with this Agreement or the Custodial Account. Commencement of
legal
action or proceeding or defense of such legal action or proceeding shall be
the
sole responsibility of the Depositor unless agreed upon by the Custodian
and
the Depositor, and unless the Custodian is fully indemnified for doing so
to
the Custodian's satisfaction. Notwithstanding the foregoing, in the event
of a
property settlement between a Depositor and his or her former spouse
pursuant
to which the transfer of a Depositor's interest hereunder, or a portion
thereof, is incorporated in a divorce decree or in a written instrument
incident to such divorce or legal separation, then the interest so decreed
by a
Court to be the property of such former spouse shall be transferred to a
separate Custodial Account for the benefit of such former spouse, in
accordance
with Section 408(d)(6) of the Code.
18. FEES AND EXPENSES.
(a) General. The fees of the Custodian for performing its duties
hereunder
shall be in such amount as it shall establish from time to time. All such
fees,
as well as expenses (such as, without limitation, brokerage commissions
upon
the investment of funds, fees for special legal services, taxes levied or
assessed, or expenses in connection with the liquidation or retention of
all or
part of a rollover contribution), shall be collected by the Custodian from
cash
available in the Custodial Account, or if insufficient cash shall be
available,
by sale of sufficient assets in the Custodial Account and application of
the
sales proceeds to pay such fees and expenses. Alternatively, but only with
the
consent of the Custodian, fees and expenses may be paid directly to the
Custodian by the Depositor by separate check.
(b) Advisor Fees. The Custodian shall, upon direction from the
Depositor,
disburse from the Custodial Account payment to the Depositor's registered
investment advisor of any fees for financial advisory services rendered
with
regard to the assets held in the Account. Such direction must be provided
in a
form and manner acceptable to the Custodian, and the Custodian shall not
incur
any liability for executing such direction.
(c) Sale of Assets. Whenever it shall be necessary in accordance with
this
Section 18 to sell assets in order to pay fees or expenses, the Custodian
shall
request the Depositor (or the Depositor's Authorized Agent, Beneficiary,
executor, or administrator) to provide specific instructions. If such
instructions are not received by the Custodian within ten (10) business
days of
the Custodian's request, the Custodian may sell any or all of the assets
credited to the Custodial Account at that time, and shall invest the
portion of
the sales proceeds remaining after collection of the applicable fees and
expenses therefrom in accordance with Section 3. The Custodian shall not
incur
any liability on account of its sale or retention of assets under such
circumstances.
19. VOTING WITH RESPECT TO SECURITIES. The Custodian shall mail to the
Depositor all prospectuses and proxies that may come into the Custodian's
possession by reason of its holding of Investment Company Shares or other
securities in the Custodial Account. A Depositor may direct the Custodian
as to
the manner in which any securities or Investment Company Shares held in the
Custodial Account shall be voted with respect to any matters as to which
the
Custodian as holder of record is entitled to vote, coming before any
meeting of
shareholders of the corporation which issued such securities, or of holders
of
interest in the Investment Company which issued such Investment Company
Shares.
All such directions shall be in writing on a form approved by the Custodian
and
signed by the Depositor, and delivered to the Custodian within the time
prescribed by it. The Custodian shall vote only those securities and Shares
with respect to which it has received timely written directions from the
Depositor.
20. LIMITATIONS ON CUSTODIAL LIABILITY AND INDEMNIFICATION. The Depositor
and
the Custodian intend that the Custodian shall have and exercise no
discretion,
authority, or responsibility as to any investment in connection with the
Account and the Custodian shall not be responsible in any way for the
purpose,
propriety or tax treatment of any contribution, or of any distribution, or
any
other action or nonaction taken pursuant to the Depositor's direction or
that
of the Depositor's Authorized Agent, Beneficiary, executor or
administrator.
The Depositor who directs the investment of his or her Account shall bear
sole
responsibility for the suitability of any directed investment and for any
adverse consequences arising from such an investment, including, without
limitation, the inability of the Custodian to value or to sell an illiquid
investment, or the generation of unrelated business taxable income with
respect
to an investment. To the fullest extent permitted by law, the Depositor (or
the
Depositor's Authorized Agent, Beneficiary, executor or administrator, as
appropriate) shall at all times fully indemnify and save harmless the
Custodian, the Company and their agents, affiliates, successors and assigns
and
their officers, directors and employees, from any and all liability arising
from the Depositor's investment direction under this Account, or from the
Broker's execution of such direction, and from any and all other liability
whatsoever which may arise in connection with this Agreement except
liability
arising under applicable law or liability arising from gross negligence or
willful misconduct on the part of the indemnified person. Although the
Custodian shall have no responsibility to give effect to a direction from
anyone other than the Depositor (or the Depositor's Beneficiary, executor
or
administrator), the Custodian may, in its discretion, establish procedures
pursuant to which the Depositor may delegate to a third party any or all of
the
Depositor's powers and duties hereunder, provided, however, that in no
event
may anyone other than the Depositor execute the application by which this
Agreement is adopted or the form by which the Beneficiary is appointed, and
provided, further, that any such third party to whom the Depositor has so
delegated powers and duties shall be treated as the Depositor for purposes
of
applying the preceding sentences of this paragraph and the provisions of
Article VIII, Section 2.
21. DELEGATION TO AGENTS. The Custodian may delegate to one or more
corporations affiliated with the Custodian the performance of record
keeping
and other ministerial services in connection with the Custodial Account,
for a
reasonable fee to be borne by the Custodian and not by the Custodial
Account.
Any such agent's duties and responsibilities shall be confined solely to
the
performance of such services, and shall continue only for so long as the
Custodian named in the Application serves as Custodian.
22. AMENDMENT OF AGREEMENT. The Depositor, the Broker, and Custodian
authorize
and direct the Company to amend this Agreement in any respect at any time
(including retroactively), so that it may conform with applicable
provisions of
the Internal Revenue Code, or with any other applicable law as in effect
from
time to time, or to make such other changes to this Agreement as the
Company
deems advisable. Any such amendment shall be effected by delivery to the
Custodian and mailing to the Depositor at his or her last known address (as
shown in the records of the Custodian) a copy of such amendment or a
restatement of this Custodial Agreement, including any such amendment. The
Depositor shall be deemed to consent to any such amendment(s) if he or she
fails to object thereto by written notice received by the Custodian within
fifteen (15) calendar days from the date of the Company's mailing to the
Depositor a copy of such amendment(s) or restatement.
23. RESIGNATION OR REMOVAL OF CUSTODIAN. The Company may remove the
Custodian
at any time, and the Custodian may resign at any time, upon thirty (30)
days'
written notice to the Depositor and the Broker. Upon the removal or
resignation
of the Custodian, the Company may, but shall not be required to, appoint a
successor custodian under this Custodial Agreement; provided that any
successor
custodian shall satisfy the requirements of Section 408(a)(2) of the Code.
Upon
any such successor's acceptance of appointment, the Custodian shall
transfer
the assets of the Custodial Account, together with copies of relevant books
and
records, to such successor custodian; provided, however, that the Custodian
is
authorized to reserve such sum of money or property as it may deem
advisable
for payment of any liabilities constituting a charge on or against the
assets
of the Custodial Account, or on or against the Custodian or the Company.
The
Custodian shall not be liable for the acts or omissions of any successor to
it.
If no successor custodian is appointed by the Company, the Custodial
Account
shall be terminated, and the assets of the Account, reduced by the amount
of
any unpaid fees or expenses, will be distributed to the Depositor.
24. TERMINATION OF THE CUSTODIAL ACCOUNT. The Depositor may terminate the
Custodial Account at any time upon notice to the Custodian in a manner and
form
acceptable to the Custodian. Upon such termination, the Custodian shall
transfer the assets of the Custodial Account, reduced by the amount of any
unpaid fees or expenses, to the custodian or trustee of another individual
retirement account (within the meaning of Section 408 of the Code) or other
retirement plan designated by the Depositor, as described in Article VIII,
Section 10. The Custodian shall not be liable for losses arising from the
acts,
omissions, delays or other inaction of any such transferee custodian or
trustee. If notice of the Depositor's intention to terminate the Custodial
Account is received by the Custodian and the Depositor had not designated a
transferee custodian or trustee for the assets in the Account, then the
Account, reduced by any unpaid fees or expenses, will be distributed to the
Depositor.
25. GOVERNING LAW. THIS AGREEMENT, AND THE DUTIES AND OBLIGATIONS OF THE
COMPANY AND THE CUSTODIAN UNDER THE AGREEMENT, SHALL BE CONSTRUED,
ADMINISTERED
AND ENFORCED ACCORDING TO THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
EXCEPT
AS SUPERSEDED BY FEDERAL LAW OR STATUTE.
26. WHEN EFFECTIVE. This Agreement shall not become effective until
acceptance
of the Application by or on behalf of the Custodian at its principal
office, as
evidenced by a written notice to the Depositor.

NO-NAME
INDIVIDUAL RETIREMENT ACCOUNT
DISCLOSURE STATEMENT
The following information is provided to you in accordance with the
requirements of the Internal Revenue Code (the "Code") and should be
reviewed
in conjunction with both the Custodial Agreement and the Application for
your
Individual Retirement Account ("IRA"). This information reflects the
provisions
of the Internal Revenue Code as are effective January 1, 1987, and
therefore
applies to contributions for years after, and to distributions taken after
1986.
RIGHT TO CANCEL
You may revoke this Account at any time within seven (7) calendar days
after it
is established by mailing or delivering a written request for revocation
to:
State Street Bank & Trust
P.O. Box 8302
Boston, Massachusetts 02266-8302
Upon revocation, you will receive a full refund of your initial
contribution,
including sales commissions (if any) and/or administrative fees. To
determine
where to send a revocation request, or if you have any questions relative
to
this procedure, please call our toll-free number, 1-800-522-7297.
TYPES OF IRAs
REGULAR IRA. You may make a Regular IRA contribution of $2,000 or 100% of
your
compensation, whichever is less. (To determine the amount of your income
tax
deduction for your IRA contribution, see "Limits on Deductible
Contributions"
below.)
SPOUSAL IRA. If you and your spouse file a joint federal income tax return,
you
may make a Spousal IRA contribution, even if your spouse has received
compensation during the tax year. Your contribution to a Spousal IRA must
not
exceed the lesser of (1) $2,000 or (2) the excess of $2,250 (or if less,
100%
of your compensation) over your contribution to your Regular IRA. Note: If
your
spouse has more than $250 in compensation for the tax year, the two of you
may
make a larger total contribution if you each contribute to a Regular IRA.
ROLLOVER IRA. If you retire or change jobs, you may be eligible for a
distribution from your employer's retirement plan. To avoid mandatory
withholding of 20% of your distribution for federal income tax, and to
preserve
the tax-deferred status of this distribution, you can transfer it directly
to a
Rollover IRA. If you choose to have the distribution paid directly to you,
you
will be subject to the 20% withholding rules. You may still reinvest up to
100%
of the total amount of your distribution which is eligible for rollover in
a
Rollover IRA by replacing the 20% which was withheld for taxes with other
assets you own. You must reinvest in a Rollover IRA within 60 days of
receipt
of your distribution. The amount invested in a Rollover IRA will not be
included in your taxable income for the year in which you receive the
qualified
plan distribution.
DESCRIPTION OF ACCOUNT
Your IRA is a custodial account created for your exclusive benefit. Your
interest in the account is nonforfeitable.
ELIGIBILITY
Employees and self-employed individuals are eligible to contribute to an
IRA
even if they are already covered under another tax-qualified plan.
Employers
may contribute to IRAs established by their employees, and employers may
contribute to IRAs used as part of a Simplified Employee Pension plan
("SEP,"
described below).
CONTRIBUTIONS
GENERAL. You may make annual cash contributions to an IRA in any amount up
to
100% of your compensation for the year or $2,000, whichever is less. Your
employer may make contributions to your account, but, except as noted below
under a SEP, the total contributions from you and your employer may not
exceed
this limitation. Contributions (other than rollover contributions described
below) must be made in "cash" and not in "kind." Therefore, securities or
other
assets already owned cannot be contributed to an IRA but can be converted
to
cash and then contributed. No part of your contribution may be invested in
life
insurance or be commingled with other property, except in a common trust
fund
or common investment fund.
SPOUSAL ACCOUNTS. If you are married and file a joint tax return, you may
make
cash contributions to a "spousal" IRA in addition to your own IRA (even if
your
spouse has compensation). The total amounts contributed to your own and to
your
spouse's IRA may not exceed 100% of your combined compensation or $2,250,
whichever is less. In no event, however, may the annual contribution to
either
your account or your spouse's account exceed $2,000.
COMPENSATION means wages, salaries, professional fees, or other amounts
derived
from or received for personal service actually rendered and includes the
earned
income of a self-employed individual, and any alimony or separate
maintenance
payment includible in the individual's gross income.
ADJUSTED GROSS INCOME is determined prior to adjustments for personal
exemptions and itemized deductions. For purposes of determining the IRA
deduction (see below), adjusted gross income is modified to take into
account
deductions for IRA contributions, taxable benefits under the Social
Security
Act and the Railroad Retirement Act, and passive loss limitations under
Code
Section 86.
TIME OF CONTRIBUTION. You may make contributions to your IRA anytime, up to
and
including the due date for filing your tax return for the year. You may
continue to make annual contributions to your IRA up to (but not including)
the
calendar year in which you reach age 70 1/2. You may continue to make
annual
contributions to your spouse's IRA up to (but not including) the calendar
year
in which your spouse reaches age 70 1/2.
ROLLOVER IRA CONTRIBUTIONS. Qualifying distributions from tax-qualified
plans
(for example, pension, profit-sharing, and Keogh plans) may be eligible for
rollover into your IRA. However, strict limitations apply to such rollovers
and
you should seek competent tax advice regarding these restrictions.
SIMPLIFIED EMPLOYEE PENSION PLAN CONTRIBUTIONS. A separate IRA may be
established for use by your employer as part of a SEP arrangement. Your
employer may contribute to your SEP-IRA up to a maximum of 15% of your
compensation or $30,000, whichever is less. If your SEP-IRA is used as part
of
a salary reduction SEP, you may elect to reduce your annual compensation,
up to
a maximum of 15% of your compensation or $7,000 (indexed to reflect
cost-of-living adjustments), whichever is less, and have your employer
contribute that amount to your SEP-IRA. If your employer maintains both a
salary reduction SEP and a regular SEP, the annual contribution limit to
both
SEPs together is 15% of your compensation or $30,000, whichever is less.
You
may contribute, in addition to the amount contributed by your employer to
your
SEP-IRA, an amount not in excess of the limits referred to under "General"
above. It is your and your employer's responsibility to see that
contributions
in excess of normal IRA limits are made under a valid SEP and are,
therefore,
proper.
EXCESS CONTRIBUTIONS. Contributions which exceed the allowable maximum per
year
are considered excess contributions. A nondeductible penalty tax of 6% of
the
excess amount contributed will be incurred for each year in which the
excess
contribution remains in your IRA. If you make a contribution (or your
employer
makes a SEP contribution, including a salary reduction contribution, on
your
behalf) in excess of your allowable maximum for any taxable year, you may
correct the excess contribution and avoid the 6% penalty tax for that year
by
withdrawing the excess contribution and its earnings on or before the date,
including extensions, for filing your tax return for that year.
The amount of the excess contribution withdrawn will not be considered a
premature distribution nor (except in the case of a salary reduction
contribution) be taxed as ordinary income, but the earnings withdrawn will
be
taxed as ordinary income to you. Alternatively, excess contributions for
one
year may be carried forward and reported in the next year to the extent
that
the excess, when aggregated with your IRA contribution (if any) for the
subsequent year, does not exceed the maximum amount for that year. The 6%
excise tax will be imposed on excess contributions in each year they are
neither returned nor carried forward.
DEDUCTIBLE IRA CONTRIBUTIONS
If you are not married and are not an active participant in an
employer-maintained retirement plan, you may make a fully deductible IRA
contribution in any amount up to 100% of your compensation for the year or
$2,000, whichever is less. The same limits apply if you are married and you
file a joint return with your spouse, and neither of you is an active
participant in an employer-maintained retirement plan. An
"employer-maintained
retirement plan" includes any of the following types of retirement plans:
o a qualified pension, profit-sharing, or stock bonus plan established in
accordance with IRC (Sec. Mk.)401(a) or 401(k).
o a Simplified Employee Pension Plan (SEP) (IRC (Sec. Mk.)408(k)).
o a deferred compensation plan maintained by a governmental unit or
agency.
o tax sheltered annuities and custodial accounts (IRC (Sec. Mk.)403(b) and
403(b)(7)).
o a qualified annuity plan under IRC (Sec. Mk.)403(a).
You are an active participant in an employer maintained retirement plan
even if
you do not have a vested right to any benefits under your employer's plan.
Whether you are an "active participant" depends on the type of plan
maintained
by your employer. Generally, you are considered an active participant in a
defined contribution plan if an employer contribution or forfeiture was
credited to your account under the plan during the year. You are considered
an
active participant in a defined benefit plan if you are eligible to
participate
in the plan, even though you elect not to participate. You are also treated
as
an active participant for a year during which you make a voluntary or
mandatory
contribution to any type of plan, even though your employer makes no
contribution to the plan.
If you (or your spouse, if you are filing a joint tax return) are covered
by an
employer-maintained retirement plan, your IRA contribution is tax
deductible
only to the extent that your adjusted gross income does not exceed the
deductibility limits discussed below.
LIMITS ON DEDUCTIBLE CONTRIBUTIONS
The deduction of your IRA contribution is reduced proportionately for
adjusted
gross income which exceeds the applicable dollar amount. The applicable
dollar
amount for an individual is $25,000 and $40,000 for married couples filing
a
joint tax return. The applicable dollar limit for married individuals
filing
separate returns is $0. If your adjusted gross income exceeds the
applicable
dollar amount by not more than $10,000, you may make a deductible IRA
contribution (but the deductible amount will be less than $2,000). To
determine
the amount of your deductible contribution, use the following calculation:
1. Subtract the applicable dollar amount from your adjusted gross income.
If
the result is $10,000 or more, stop; you can only make a nondeductible
contribution.
2. Subtract the above figure from $10,000.
3. Divide the above figure by $10,000.
4. Multiply $2,000 by the fraction resulting from the above steps. This is
your
maximum deductible contribution limit.
If the deduction limit is not a multiple of $10, then it is to be rounded
up to
the next highest $10. There is a $200 minimum floor on the deduction limit
if
your adjusted gross income does not exceed $35,000 (for a single taxpayer),
$50,000 (for married taxpayers filing jointly) or $10,000 (for a married
taxpayer filing separately).
Adjusted gross income for married couples filing a joint tax return is
calculated by aggregating the compensation of both spouses. The deduction
limitations on IRA contributions, as determined above, then apply to each
spouse.
NONDEDUCTIBLE IRA CONTRIBUTIONS
Even if your income exceeds the limits described above, you may make a
contribution to your IRA up to the lesser of $2,000 or 100% of your
compensation. To the extent that your contribution exceeds the deductible
limits, it will be nondeductible. Earnings on all IRA contributions are tax
deferred until distribution.
You are required to designate on your tax return the extent to which your
IRA
contribution is nondeductible. Therefore, your designation must be made by
the
due date (including extensions) for filing your tax return. If you
overstate
the amount of nondeductible contributions for a taxable year, a penalty of
$100
will be assessed for each overstatement unless you can show that the
overstatement was due to a reasonable cause.
INVESTMENT OF ACCOUNT
The assets in your IRA will be invested in accordance with your
instructions.
As with any investment, you should read any publicly available information
(e.g., prospectuses, annual reports, the terms and conditions of any
insurance
annuity contract, etc.) which would enable you to make an informed
investment
decision.
If no investment instructions are received from you, or if the instructions
received are, in the opinion of the Custodian, unclear, you may be
requested to
provide instructions. In the absence of such instructions, your investment
may
be invested in Money Market Shares, which strive to maintain a stable $1
per
share balance. Keep in mind that with respect to investments in regulated
investment company shares (i.e., mutual funds) held in your account, growth
in
the value of your account cannot be guaranteed or projected.
DISTRIBUTIONS
GENERAL. Distributions from your IRA should begin no earlier than the date
you
reach age 59 1/2 (except in cases of your earlier disability or death) and
no
later than the April 1 following the year in which you reach age 70 1/2.
Distributions from your account will be included in your gross income for
federal income tax purposes for the year in which you receive them.
PREMATURE DISTRIBUTIONS. To the extent they are included in income,
distributions from your IRA made before you reach age 59 1/2 will be
subject to
a 10% nondeductible penalty tax (in addition to being taxable as ordinary
income) unless the distribution is an exempt withdrawal of an excess
contribution, or the distribution is rolled over to another qualified
retirement plan, or the distribution is made on account of your death or
disability, or the distribution is one of a scheduled series of payments
over
your life or life expectancy or the joint life expectancies of yourself and
your Beneficiary.
LATEST TIME TO WITHDRAW. You must begin receiving distributions of the
assets
in your account by April 1 of the calendar year following the calendar year
in
which you reach age 70 1/2. Subsequent distributions must be made by
December
31 of each year. If you maintain more than one IRA, you may take from any
of
your IRAs the aggregate amount to be withdrawn.
MINIMUM DISTRIBUTIONS. Once distributions are required to begin, they must
not
be less than the amount each year (determined by actuarial tables) which
would
exhaust the value of the account over the required distribution period,
which
is generally your life expectancy or the joint life and last survivor
expectancy of you and an individual you have designated as your
Beneficiary.
You will be subject to a 50% excise tax on the amount by which the
distribution
you actually received in any year falls short of the minimum distribution
required for the year.
METHODS OF DISTRIBUTION. Assets may be distributed from your account
according
to one or more of the following methods selected by you:
(a) total distribution
(b) distribution over a certain period
(c) purchase of an annuity contract
(See Article IV of your IRA Custodial Agreement for a full description of
these
distribution methods.)
DISTRIBUTION UPON DEATH. The assets remaining in your Account will be
distributed upon your death to the beneficiary(ies) named by you on record
with
the Custodian. If there is no beneficiary designated for your Account in
the
Custodian's records, or if the beneficiary you had designated dies before
you
do, your Account will be paid to your surviving spouse, or if none, to your
estate.
If your spouse was your primary beneficiary and you had started to receive
distributions from your account, but die before receiving the balance of
your
account, your spouse has several options. Your spouse can either keep
receiving
distributions from your account at least as rapidly, or roll over all or
part
of your account into an IRA in his or her name. If distributions from your
account had not yet begun, your spouse may defer taking distributions until
April 1st of the year you would have turned 70 1/2, and then receive
distributions over his or her life expectancy, or roll over the account
into an
IRA in their name, and treat the IRA as his or her own.
If your beneficiary is not your spouse, and distributions had begun from
your
account, your beneficiary may continue to receive them at least as rapidly
as
the payment schedule you had established. If distributions had not yet
begun,
your beneficiary must deplete your account within 5 years of your death, or
start taking distributions from your account within one year of your death
over
their own life expectancy.
DISTRIBUTION OF NONDEDUCTIBLE CONTRIBUTIONS. To the extent that a
distribution
constitutes a return of your nondeductible contributions, it will not be
included in your income. The amount of any distribution excludable from
income
is the portion that bears the same ratio to the total distribution that
your
aggregate nondeductible contributions bear to the balance at the end of the
year (calculated after adding back distributions during the year) of your
IRA.
For this purpose, all of your IRAs are treated as a single IRA.
Furthermore,
all distributions from an IRA during a taxable year are to be treated as
one
distribution. The aggregate amount of distributions excludable from income
for
all years is not to exceed the aggregate nondeductible contributions for
all
calendar years. There is a 10% additional income tax assessed against
premature
distributions to the extent such distributions are includible in income
(see
"Premature Distributions" above).
EXCESS DISTRIBUTIONS. There is a 15% excise tax assessed against annual
distributions from tax-favored retirement plans, including IRAs, which
exceed
the greater of $150,000 or $112,500 (indexed to reflect cost-of-living
increases). To determine whether you have distributions in excess of this
limit, you must aggregate the amounts of all distributions received by you
during the calendar year from all retirement plans, including IRAs. Please
consult with your tax advisor for more complete information, including the
availability of favorable elections.
ROLLOVER TREATMENT. Distributions from your IRA representing all or any
part of
the assets in your IRA account are also eligible for rollover treatment.
You
may roll over all or any part of the same property from this distribution
of
assets, within 60 days of receipt, into another IRA or individual
retirement
annuity, and maintain the tax-deferred status of these assets. A 60-day
rollover can be made once every twelve months per IRA.
DIVORCE OR LEGAL SEPARATION
If all or any portion of your IRA is awarded to a former spouse pursuant to
divorce or legal separation, such portion can be transferred to an IRA in
the
receiving spouse's name. This transaction can be processed without any tax
implications to you provided a written instrument executed by a court
incident
to the divorce or legal separation in accordance with Section 408(d)(6) of
the
Code is received by the Custodian, and specifically directs such transfer.
In
addition, you must also provide the Custodian with a letter of instruction
and
an IRA application executed by the receiving spouse, if she or he doesn't
already maintain such IRA at Fidelity.
FEES AND EXPENSES
Fees and other expenses of maintaining your Fidelity IRA account are
described
in the Application and may be changed from time to time, as provided in the
Custodial Agreement.
PROHIBITED TRANSACTIONS
If any of the events prohibited by Section 4975 of the Code (such as any
sale,
exchange or leasing of any property between you and your IRA) occurs during
the
existence of your IRA, your account will be disqualified and the entire
balance
in your account will be treated as if distributed to you as of the first
day of
the year in which the prohibited event occurs. This "distribution" would be
subject to ordinary income tax and, if you were under age 59 1/2 at the
time,
to the 10% penalty tax on premature distributions.
If you or your Beneficiary use (pledge) all or any part of your IRA as
security
for a loan, then the portion so pledged will be treated as if distributed
to
you, and will be taxable to you as ordinary income and subject to the 10%
penalty during the year in which you make such a pledge.
OTHER TAX CONSIDERATIONS
NO SPECIAL TAX TREATMENT. No distribution to you or anyone else from your
account can qualify for capital gain treatment under the federal income tax
laws. It is taxed to the person receiving the distribution as ordinary
income.
(Similarly, you are not entitled to the five-year averaging rule for
lump-sum
distributions available to persons receiving distributions from certain
other
types of retirement plans.)
GIFT TAX. If you elect during your lifetime to have all or any part of your
account payable to a Beneficiary at or after your death, the election will
not
subject you to any gift tax liability.
TAX WITHHOLDING. Federal income tax will be withheld from distributions you
receive from an IRA unless you elect not to have tax withheld. However, if
IRA
distributions are to be delivered outside of the United States, this tax is
mandatory and you may not elect otherwise unless you certify to the
Custodian
that you are not a U.S. citizen residing overseas or a "tax-avoidance
expatriate" as described in Code Section 877. Federal income tax will be
withheld at the rate of 10%.
REPORTING FOR TAX PURPOSES. Contributions to your IRA must be reported on
your
tax Form 1040 or 1040A for the taxable year contributed. You will be
required
to designate your IRA contribution as deductible or nondeductible. You are
also
required to attach a Form 8606 to your 1040 or 1040A form. Form 8606 is
used to
report nondeductible IRA contributions and to calculate the basis
(nontaxable
part) of your IRA. Other reporting will be required by you in the event
that
special taxes or penalties described herein are due. You must also file
Treasury Form 5329 with the IRS for each taxable year in which the
contribution
limits are exceeded, a premature distribution takes place, or less than the
required minimum amount is distributed from your IRA. The Tax Reform Act of
1986 also requires you to report the amount of all distributions you
received
from your IRA and the aggregate account balance of all IRAs as of the end
of
the calendar year.
IRS APPROVAL
The form of your Individual Retirement Account has been approved by the
Internal Revenue Service. The Internal Revenue Service approval is a
determination only as to the form and does not represent a determination of
the
merits of the Account. You may obtain further information with respect to
your
IRA from any district office of the Internal Revenue Service.
[logo]
Fidelity Distributors Corporation
82 Devonshire Street
Boston, MA 02109
I.BD-IRA CA-1193

Exhibit 15(a)
DISTRIBUTION AND SERVICE PLAN
FIDELITY ADVISOR TAX-EXEMPT PORTFOLIO
RETAIL CLASS
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act") for the Retail Class (the "Retail
Class") of Fidelity Advisor Tax-Exempt Portfolio (the "Portfolio"), a
series of Fidelity Oliver Street Trust (the "Fund").
2. The Fund has entered into a General Distribution Agreement on behalf of
the Portfolio with Fidelity Distributors Corporation (the "Distributor"), a
wholly-owned subsidiary of Fidelity Management & Research Company (the
"Adviser"), under which the Distributor uses all reasonable efforts,
consistent with its other business, to secure purchasers of the Portfolio's
shares of beneficial interest (the "Shares"). Such efforts may include,
but neither are required to include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the
Portfolio and reports to recipients other than existing shareholders of the
Portfolio;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time to
time, deem advisable;
(5) making payments to securities dealers and others engaged in the sales
of Shares or who engage in shareholder support services; and
(6) providing training, marketing and support to such dealers and others
with respect to the sale of Shares.
3. In consideration for the services provided and the expenses incurred by
the Distributor pursuant to the General Distribution Agreement, the Retail
Class of the Portfolio shall pay to the Distributor a fee at the annual
rate of .40% of such Class' average daily net assets throughout the month,
or such lesser amount as may be established from time to time by the
Trustees of the Fund, as specified in paragraph 6 of this Plan. Such fee
shall be computed and paid monthly. The determination of daily net assets
shall be made at the close of business each day throughout the month and
computed in the manner specified in the Portfolio's then current Prospectus
for the determination of the net asset value of shares of the Retail Class,
but shall exclude assets attributable to (i) shares purchased more than 144
months prior to such day or (ii) any other Class of the Portfolio. The
Distributor may use all or any portion of the fee received pursuant to the
Plan to compensate securities dealers or other persons who have engaged in
the sale of Shares or in shareholder support services pursuant to
agreements with the Distributor, or to pay any of the expenses associated
with other activities authorized under paragraph 2 thereof.
4. Each Class of the Portfolio presently pays, and will continue to pay, a
management fee to the Adviser pursuant to a management agreement between
the Portfolio and the Adviser (the "Management Contract"). It is
recognized that the Adviser may use its management fee revenue, as well as
its past profits or its resources from any other source, to reimburse the
Distributor for expenses incurred in connection with the distribution of
Shares, including the activities referred to in paragraphs 2 and 3 hereof.
To the extent that the payment of management fees by the Class to the
Adviser should be deemed to be indirect financing of any activity primarily
intended to result in the sale of shares within the meaning of Rule 12b-1,
then such payment shall be deemed to be authorized by this Plan.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of the Retail Class,
this Plan having been approved by a vote of a majority of the Trustees of
the Fund, including a majority of Trustees who are not "interested persons"
of the Fund (as defined in the Act) and who have no direct or indirect
financial interest in the operation of this Plan or in any agreement
related to the Plan (the "Independent Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect until July 31, 1993, and from year to year thereafter; provided,
however, that such continuance is subject to approval annually by a vote of
a majority of the Trustees of the Fund, including a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on this Plan. This Plan may be amended at any time by the Board of
Trustees, provided that (a) any amendment to increase materially the
maximum fee provided for in paragraph 3 hereof, or any amendment of the
Management Contract to increase the amount to be paid by the Portfolio
thereunder, shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Retail Class, in the case of the
Plan, or upon approval by a vote of a majority of the outstanding voting
securities of the Portfolio, in the case of the Management Contract, and
(b) any material amendment of this Plan shall be effective only upon
approval in the manner provided in the first sentence of this paragraph 6.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Class.
8. During the existence of this Plan, the Fund shall require the Adviser
and/or the Distributor to provide the Fund, for review by the Fund's
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any activity
primarily intended to result in the sale of shares of the Retail Class
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of shares of the Class.
10. Consistent with the limitation of shareholder liability as set forth
in the Fund's Declaration of Trust, any obligation assumed by the Retail
Class pursuant to this Plan or any agreement related to this Plan shall be
limited in all cases to the Retail Class and its assets and shall not
constitute an obligation of any shareholder of the Fund or of any other
series or Class of the Fund.
11. If any provision of the Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.