FIDELITY ADVISOR SERIES VI
485BPOS, 1995-02-23
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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 [X]
 Pre-Effective Amendment No.           [  ]
 Post-Effective Amendment No.  36          [X]
and
REGISTRATION STATEMENT (No. 811-3759) 
 UNDER THE INVESTMENT COMPANY ACT OF 1940    [X]
 Amendment No. 36 [  ]
Fidelity Advisor Series VI                          
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109 
(Address Of Principal Executive Offices)  (Zip Code)
Registrant's Telephone Number:  617-570-7000 
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, Massachusetts 02109 
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
 (  ) immediately upon filing pursuant to paragraph (b)
 (x) on  February 24, 1995 pursuant to paragraph (b) 
 (  ) 60 days after filing pursuant to paragraph (a)(i)
 (  ) on (             ) pursuant to paragraph (a)(i)   
 (  ) 75 days after filing pursuant to paragraph (a)(ii)
 (  ) on (            ) pursuant to paragraph (a)(ii) of rule 485.  
If appropriate, check the following box:
 (  ) this post-effective amendment designates a new effective date for a
previously filed 
      post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and has filed the Notice required by such
Rule on January 23, 1995.
FIDELITY ADVISOR INSTITUTIONAL CLASS PROSPECTUS
 
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2     a      ..............................   Expenses                                              
 
      b, c   ..............................   *                                                     
 
3     a      ..............................   Expenses                                              
 
      b      ..............................   Financial Highlights                                  
 
      c      ..............................   Performance                                           
 
      d      ..............................   Cover Page                                            
 
4     a      i.............................   Charter                                               
 
             ii...........................    Investment Principles and Risks; Securities and       
                                              Investment Practices                                  
 
      b      ..............................   Securities and Investment Practices                   
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks; Securities and Investment Practices        
 
5     a      ..............................   Charter                                               
 
      b      i.............................   Cover Page; Charter                                   
 
             ii...........................    FMR and Its Affiliates; Charter; Breakdown of         
                                              Expenses                                              
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   FMR and Its Affiliates                                
 
      d      ..............................   Charter; Breakdown of Expenses; Cover Page;           
                                              FMR and Its Affiliates                                
 
      e      ..............................   FMR and its Affiliates; Breakdown of Expenses         
 
      f      ..............................   Expenses                                              
 
      g      ..............................   Expenses; FMR and Its Affiliates                      
 
5     A      ..............................   Performance                                           
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares; Investor       
                                              Services; Transaction Details; Exchange               
                                              Restrictions; Sales Charge Reductions and Waivers     
 
             iii..........................    *                                                     
 
      b      .............................    FMR and Its Affiliates                                
 
      c      ..............................   Charter                                               
 
      d      ..............................   Cover Page; Charter                                   
 
      e      ..............................   Cover Page; How to Buy Shares; How to Sell            
                                              Shares; Investor Services; Exchange Restrictions;     
                                              Sales Charge Reductions and Waivers                   
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Charter; Cover Page                                   
 
      b      ..............................   How to Buy Shares; Transaction Details                
 
      c      ..............................   Sales Charge Reductions and Waivers                   
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   Transaction Details; Breakdown of Expenses            
 
      f      ..............................   Breakdown of Expenses                                 
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
 

 
 
FIDELITY ADVISOR FUNDS 
INSTITUTIONAL CLASS
PROSPECTUS
Each fund is comprised of multiple classes of shares:    Institutional
Class,     Class A,    and/or     Class B.    Class A and Class B shares
are sold through a separate prospectus.     Each class has a common
investment objective and investment portfolio.
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can a obtain copy of
the applicable fund's most recent financial report and portfolio listing or
a copy of the Statement of Additional Information (SAI) dated February 24,
1995. The SAI has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, c   ontact     Fidelity
Distributors Corporation (FDC) 82 Devonshire Street, Boston, MA 02109,
   at 1-800-843-3001,    or contact your Investment Professional.
 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR 
OBLIGATIONS OF, OR GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT 
INSURED BY THE FDIC, THE FEDERAL RESERVE 
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT 
TO INVESTMENT RISK, INCLUDING THE POSSIBLE 
LOSS OF PRINCIPAL.
 
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.
ACOMI-pro-295
   GROWTH     FUND:
FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH seeks    to achieve     capital
appreciation by investing primarily in common and preferred stock and
securities convertible into the common stock of companies with above
average growth characteristics.
   GROWTH AND INCOME FUND:    
FIDELITY ADVISOR EQUITY INCOME    FUND (formerly Fidelity Advisor Equity
Portfolio Income)     seeks a yield from dividend and interest income which
exceeds the composite dividend yield on securities comprising the S&P 500.
In addition, consistent with the primary objective of obtaining dividend
and interest income, the fund will consider the potential for achieving
capital appreciation.
   TAXABLE FIXED    -INCOME FUND:
FIDELITY ADVISOR LIMITED TERM BOND FUND seeks to provide a high rate of
income through investment primarily in investment-grade fixed-income
obligations.
   TAX-EXEMPT FIXED-INCOME FUND:    
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.
PROSPECTUS
FEBRUARY 24, 1995
(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA 02109
CONTENTS
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>   <C>                                                        
KEY FACTS                   WHO MAY WANT TO INVEST                                     
 
                            EXPENSES Each fund's yearly operating expenses.            
 
                            FINANCIAL HIGHLIGHTS A summary of each fund's financial    
                            data.                                                      
 
                            PERFORMANCE How each fund has done over time.              
 
THE FUNDS IN DETAIL         CHARTER How each fund is organized.                        
 
                            INVESTMENT PRINCIPLES AND RISKS Each fund's overall        
                            approach to investing.                                     
 
                            BREAKDOWN OF EXPENSES How operating costs are              
                            calculated and what they include.                          
 
YOUR ACCOUNT                TYPES OF ACCOUNTS Different ways to set up your            
                            account, including tax-sheltered retirement plans.         
 
                            HOW TO BUY SHARES Opening an account and making            
                            additional investments.                                    
 
                            HOW TO SELL SHARES Taking money out and closing your       
                            account.                                                   
 
                            INVESTOR SERVICES Services to help you manage your         
                            account.                                                   
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS, AND TAXES                        
ACCOUNT POLICIES                                                                       
 
                            TRANSACTION DETAILS Share price calculations and the       
                            timing of purchases and redemptions.                       
 
                            EXCHANGE RESTRICTIONS                                      
 
</TABLE>
 
   KEY FACTS    
 
 
WHO MAY WANT TO INVEST
   Institutional Class s    hares are offered through 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.
   Institutional Class s    hares are also offered to any investor who
purchased    s    hares 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. Further, this exemption is available to
any investor having opened an Institutional Class 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.
Equity Portfolio Growth and Equity Income are designed for investors who
are willing to ride out stock market fluctuations in pursuit of potentially
high long-term returns. Equity Portfolio Growth is designed for
   investors     who want to be invested in the stock market for its
long-term growth potential but also want some income from equity and bond
investments. Equity Income is designed for    investors     who seek a
combination of growth and income from equity and some bond investments.
Limited Term Bond is designed for investors who seek high current income
from a portfolio of investment-grade debt securities. Limited Term
Tax-Exempt is designed for investors in higher tax brackets who seek high
current income that is free from federal income tax. Limited Term
Tax-Exempt and Limited Term Bond also invest consistent with the
preservation of capital.
   The r    isk and potential reward    of fixed-income investments    
depend on    their     quality and maturity. The value of each fund's
investments and, as applicable, the income they generate, vary from day to
day, generally reflecting changes in market conditions, interest rates, and
other company, political, and economic news. Stocks, have historically
shown greater growth potential than other types of securities. In the
shorter term, however, stock prices can fluctuate dramatically in response
to these factors. The prices of bonds typically move in the opposite
direction from interest rates. Limited Term Bond and Limited Term
Tax-Exempt's investments may be also subject to prepayments, which can
lower the funds   '     yield, particularly in periods of declining
interest rates. When you sell your fund shares, they may be worth more or
less than what you paid for them.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy   ,    
sell   , or hold     shares of a fund.
Maximum sales charge on purchases   None   
and reinvested distributions               
 
Maximum deferred sales charge on   None   
redemptions                               
 
Redemption fee   None   
 
Exchange fee                             None            
 
   Annual account maintenance fee
          $12.00       
   (for accounts under $2,500)                           
 
   EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment in Institutional Class shares assuming a 5% annual return and
full redemption, at the end of each time period. THESE EXAMPLES ILLUSTRATE
THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO SUGGEST ACTUAL OR EXPECTED
COSTS OR RETURNS, ALL OF WHICH MAY VARY.    
   FMR has voluntarily agreed to reimburse the Institutional Class of
Limited Term Tax-Exempt to the extent that total operating expenses are in
excess of an annual rate 0.65%, of average net assets. If this agreement
were not in effect, other expenses and total operating expenses of
Institutional Class shares would have been 0.35% and 0.76%, respectively.
Interest, taxes, brokerage commissions, or extraordinary expenses are not
included in this expense limitation.    
   FMR voluntarily agreed to reduce Equity Portfolio Growth's individual
fund fee rate from 0.33% to 0.30%. In addition, a portion of the brokerage
commissions that the fund paid was used to reduce Institutional Class
expenses. Without these reductions, management fee, other expenses, and
total operating expenses of Institutional Class would have been 0.65%,
0.22%, and 0.87%, respectively.    
   A portion of the brokerage commissions that Equity Income paid was used
to reduce Institutional Class expenses. Without this reduction, other
expenses and total operating expenses would have been 0.23% and 0.73%,
respectively.    
ANNUAL OPERATING EXPENSES are paid out of Institutional Class assets. Each
fund pays a management fee to    Fidelity Management & Research Company
(FMR)     and incurs other expenses for services such as maintaining
shareholder records and furnishing shareholder statements and financial
reports.
Institutional Class expenses are factored into its share price or dividends
and are not charged directly to shareholder accounts (see "Breakdown of
Expenses" on page ).
The following    table shows     projections based on historical expenses
of the Institutional Class of each fund, and are calculated as a percentage
of average net assets of the Institutional Class of    that     fund.
      Operating Expenses            Examples                         
 
 
<TABLE>
<CAPTION>
<S>                       <C>                            <C>                <C>                     <C>           
EQUITY PORTFOLIO GROWTH   Management fee                    0.62               After 1 year            $8         
                                                                %   A                                             
 
                          12b-1 fee (Distribution fee)      N    on            After 3 years           $26        
                                                         e                                                        
 
                          Other expenses                    0.20               After 5 years           $45        
                                                                %   A                                             
 
                          Total operating expenses          0.82               After 10 years          $101       
                                                                %   A                                             
 
EQUITY INCOME             Management fee                    0.50               After 1 year            $7         
                                                                %                                                 
 
                          12b-1 fee (Distribution fee)      N    on            After 3 years           $23        
                                                         e                                                        
 
                          Other expenses                    0.21               After 5 years           $40        
                                                                %   A                                             
 
                          Total operating expenses          0.71               After 10 years          $88        
                                                                %   A                                             
 
LIMITED TERM BOND         Management fee                    0.41               After 1 year            $6         
                                                                %                                                 
 
                          12b-1 fee (Distribution fee)      N    on            After 3 years           $20        
                                                         e                                                        
 
                          Other expenses                    0.20               After 5 years           $34        
                                                                %                                                 
 
                          Total operating expenses          0.61               After 10 years          $76        
                                                                %                                                 
 
LIMITED TERM TAX-EXEMPT   Management fee                    0.41               After 1 year            $7         
                                                                %                                                 
 
                          12b-1 fee (Distribution fee)      N    on            After 3 years           $21        
                                                         e                                                        
 
                          Other expenses                    0.24               After 5 years           $36        
                                                                %   A                                             
 
                          Total operating expenses          0.65               After 10 years          $81        
                                                                %   A                                             
 
</TABLE>
 
   A AFTER EXPENSE REDUCTIONS    
FINANCIAL HIGHLIGHTS
The financial highlights tables    that follow     and each fund's
financial statements are included in each fund's Annual Report   s     and
have been audited by    Coopers & Lybrand L.L.P.,     independent
accountants. Their reports on the financial statements and financial
highlights are included in each Annual Report. The financial statements,
the financial highlights, and the reports are incorporated by reference
into the funds' SAI, which may be obtained free of charge from FDC    or
your Investment Professional    .
EQUITY PORTFOLIO GROWTH
 
 
 
<TABLE>
<CAPTION>
<S>                
<C>       <C>       <C>       <C>        <C>     <C>     <C>     <C>        <C>        <C>        <C>         <C>             <C>
1.Selected Per-Share Data and                      Institutional                                      Class A 
Ratios                                             Class     
 
2.Years Ended November 30  
1985      1986      1987      1988       1989    1990    1991    1992       1993       1994       1992        1993      1994
 
3.Net asset value, beginning of    
$ 8.03      $ 11.09 $ 13.18   $ 9.92     $ 12.02 $ 17.32 $ 15.55 $ 24.28    $ 26.37    $ 29.74    $ 23.78     $ 26.33        $ 29.50
period                                                                                     
 
4.Income from Investment                                                                   
Operations                                                                                 
 
5. Net investment income            
.01         .03     --        .28        .06     .01     .04     .17        .19        .30        .01         (.07)           .08  
 
6. Net realized and unrealized      
3.05        2.41    (2.03)    2.59       5.50    .34     8.69    4.55       3.78       .42        2.54        3.82            .39  
gain                                                                                       
 (loss) on investments                                                                     
 
7. Total from investment            
3.06        2.44    (2.03)    2.87       5.56    .35     8.73    4.72       3.97       .72        2.55        3.75            .47 
operations
 
8.Less Distributions 
 
9. From net investment income      
 --         (.02)   (.01)     (.01)      (.26)   (.08)   --      (.03)      (.10)      (.11)      --          (.08)           --   
 
10. From net realized gain          
- --          (.33)   (1.22)    (.76)      --      (2.04)  --      (2.60)     (.50)      (1.45)     --          (.50)           (1.45)
 
11. Total distributions             
- --          (.35)   (1.23)    (.77)      (.26)   (2.12)  --      (2.63)     (.60)      (1.56)     --          (.58)           (1.45)
 
12.Net asset value, end of         
$ 11.09     $ 13.18 $ 9.92    $ 12.02    $ 17.32 $ 15.55 $ 24.28 $ 26.37    $ 29.74    $ 28.90    $ 26.33     $ 29.50        $ 28.52
period                                                                                     
 
13.Total return   ,                 
38.11%      22.55%  (17.12)   29.77%     47.18%  2.75%   56.14%  21.14%     15.36%     2.46%      10.72%      14.52%          1.58%
                     %                             
 
14.Net assets, end of period       
$ 23,44     $ 63,60 $ 43,53   $ 20,18    $ 24,52 $ 27,47 $ 68,76 $ 179,3    $ 296,4    $ 410,45   $ 22,65     $ 377,8       $ 874,17
(000 omitted)                      
7           7       7         2          3       3       6       25         66         0          5           94              2    
 
15.Ratio of expenses to             
1.50%       1.07%   1.11%     1.47%      1.60%   1.74%   1.13%   .98%      .94%       .84%       1.47%       1.84%       .70%       
average net assets                                                                         
 
16.Ratio of expenses to             
1.50%       1.07%   1.11%     1.47%      1.60%   1.74%   1.13%   .98%    .95%       .86%       1.47%        1.85%       1.71%       
average net                                                                                
assets before expense                                                                      
reductions                                                                                 
 
17.Ratio of net investment          
.43%        .29%    -   -     1.20%      .38%    .07%    .25%    .73%       .66%       1.00%      .25%            (.24)%      .15%
income                                                                                     
to average net assets                                                                       
 
18.Portfolio turnover               
108%        115%    226%      331%       269%    262%    254%    240%       160%       137%       240%            160%         137%
 
</TABLE>
 
   A ANNUALIZED    
   B FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALE OF CLASS A) TO
NOVEMBER 30, 1992.    
   C TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND IS NOT
ANNUALIZED FOR PERIODS OF LESS THAN ONE YEAR.    
   D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING.    
   E THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.    
   F EXPENSES WERE LIMITED TO A PERCENTAGE OF AVERAGE NET ASSETS IN
ACCORDANCE WITH A STATE EXPENSE LIMITATION.    
   G 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.     
   H FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.    
EQUITY INCOME
 
<ERROR: WIDE TABLE>
ERROR: The Following Table: "Assets" is Too Wide!
Table Width is 264 characters.
 
 
<TABLE>
<CAPTION>
<S>                         
<C>     <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>             
19.Selected Per-Share         Institutional                                             Class A                    Class B         
Data and Ratios               Class                      
 
 Year Ended November 30     
1985    1986    1987     1988     1989     1990     1991     1992     1993     1994     1992     1993     1994     1994
 
20.Net asset value,         
$ 10.24  $ 11.95 $ 13.54  $ 10.93 $ 11.10  $ 12.27  $ 9.52   $ 11.08   $ 12.88  $ 14.93  $ 12.37  $ 12.86  $ 14.86  $ 15.21         
beginning of period         
 
21.Income from 
Investment Operations  
 
22. Net investment           
.79      .78     .76       .75     .75      .69      .63     .49       .39       .41      .13      .33      .28       .08     
income 
 
23. Net realized and         
1.69      1.92   (1.53)    1.81    1.17     (2.42)   1.52    1.79      2.02      1.05     .47      1.97      1.03      .72         
unrealized              
 gain (loss) on 
investments  
 
24. Total from               
2.48      2.70   (.77)     2.56   1.92      (1.73)   2.15    2.28      2.41      1.46     .60      2.30       1.31      .80 
investment operations     
 
25.Less Distributions  
 
26. From net                 
(.77)    (.77)  (.70)    (.74)    (.75)     (.72)   (.59)    (.48)    (.36)      (.32)    (.11)    (.30)      (.21)     (.07)      
investment income      
 
27. From net realized        
- --       (.34)  (1.14)   (1.65)    --       (.30)    --      --       --          --      --        --        --         --   
gain                    
 
28. Total distributions      
(.77)    (1.11) (1.84)   (2.39)    (.75)    (1.02)  (.59)    (.48)    (.36)      (.32)     (.11)  (.30)>    (.21)       (.07)       
 
29.Net asset value, end     
$ 11.95  $ 13.54 $ 10.93 $ 11.10   $ 12.27  $ 9.52  $ 11.08  $ 12.88  $ 14.93   $ 16.07  $ 12.86  $ 14.86   $ 15.96     $ 15.94
of period 
 
30.Total return    ,         
24.86%   23.48%  (7.28)  26.99%    17.58%   (14.90)  22.97%   20.91%  18.90%    9.82%     4.88%   18.03%    8.84%       5.25%      
                 %                          % 
 
31.Net assets, end of       
$ 349,2  $ 544,2 $ 443,6 $ 436,7   $ 463,6  $ 253,0  $ 168,5  $ 139,3  $ 191,1  $ 197,53  $ 1,462  $ 42,32  $ 179,50    $ 35,373   
period                      
62       69      03      53        96       49       90       91       38       3                  6        1           
(000 omitted)                                                                                                                       
 
 
32.Ratio of expenses to      
   .63% .61%     .54%    .55%     .55%     .61%     .67%     .71%     .79%       .71%      1.55%     1.77%   1.64%      2.18%
    
      
 
average net assets
 
33.Ratio of expenses to      

    
   .63% .61%     .61%    .65%     .65%      .71%    .77%      .79%     .80%       .73%      1.55%    1.77%   1.67%      2.24%       
average net assets
before expense 
reductions 
 
34.Ratio of net              
7.   36% 6.06%    5.58%   6.86%    6.09%     6.11%   5.66%     3.77%    3.00%     2.62%      3.39%    2.02%  1.69%      1.15%       
investment income 
to average net assets 
 
35.Portfolio turnover        
110%       107%   137%    78%      93%      103%     91%       51%      120%      140%       51%      120%   140%       140%       
 
</TABLE>
 
   A ANNUALIZED    
   B FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO NOVEMBER 30, 1992.    
   C FOR THE PERIOD JUNE 30, 1994 (COMMENCEMENT OF SALE OF CLASS B SHARES)
TO NOVEMBER 30, 1994.    
   D TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND IS NOT
ANNUALIZED FOR PERIODS OF LESS THAN ONE YEAR.    
   E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING.    
   F THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.    
   G INCLUDES $.04 PER SHARE FROM FOREIGN TAXES RECOVERED.    
   H 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.    
   I FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.    
   J EFFECTIVE APRIL 1, 1987 TO SEPTEMBER 10, 1992, FMR REIMBURSED 0.10% OF
THE ANNUAL MANAGEMENT FEE OF 0.50%.    
LIMITED TERM BOND
 
<ERROR: WIDE TABLE>
ERROR: The Following Table: "Assets" is Too Wide!
Table Width is 223 characters.
 
 
<TABLE>
<CAPTION>
<S><C>  <C>       <C>      <C>     <C>      <C>       <C>     <C>      <C>       <C>     <C>      <C>      <C>      <C>             
 
36.Selected Per-Share      Institutional                             Class A                           Class B          
Data and Ratios                                                                     Class                                           
                                                                                             
 
 Year Ended November 30    
1985     1986     1987     1988     1989     1990     1991     1992     1993     1994     1992     1993     1994     1994      
 
37.Net asset value,        
$9.960   $ 10.55   $ 11.24  $ 10.25  $ 10.18  $ 10.41  $ 10.14 $ 10.55  $ 10.64  $ 11.16  $ 10.96  $ 10.64  $ 11.14  $ 10.43      
beginning of period                   
          0         0        0        0        0        0       0        0        0        0        0        0        0           
 
38.Income from                                                                               
Investment Operations 
 
39. Net investment          
1.053     1.026     .953    .944      .937     .901     .884    .840    .832      .602     .170     .785     .   609  .204         
income 
 
40. Net realized and        
.590      .710      (.770)  (.070)    .230     (.270)   .411    .102    .531      (.833)   (.320)   .511     (.   876)    (.178    )
unrealized gain
(loss) on investments
 
41. Total from              
1.643      1.736     .183   .874      1.167    .631      1.295  .942    1.363      (.231)   (.150)   1.296   (.267)      .02   6    
investment operations   
 
42.Less Distributions  
 
43. From net                
(1.053)    (1.026)    (.953) (.944)   (.937)   (.901)    (.885)  (.852) (.843)    (.597)     (.170)  (.796) (.   555)    (.187    )
investment income 
 
44. From net realized       
- --        (.020)      (.220)  --        --      --        --      --      --        --        --       --     --          --
gain 
 
 
45. From return of          
- --         --          --     --        --      --        --      --      --        (.062)    --       --        (.058)  (.019)    
capital
 
46. Total distributions     
(1.053)    (1.046)   (1.173) (.944)    (.937)  (.901)    (.885)  (.852)  (.843)     (.659)    (.170)   (.796)  (.613)    (.206)    
 
47.Net asset value, end    
$ 10.55    $ 11.24   $ 10.25 $ 10.18   $ 10.41 $ 10.14   $ 10.55 $ 10.64 $ 11.16   $ 10.27   $ 10.64   $ 11.14 $ 10.26   $ 10.25   
of period                  
0          0         0       0         0       0         0       0       0         0         0         0       0         0          
 
48.Total return ,           
17.40      17.04     1.78%   8.81%     12.03   6.46%     13.35   9.21%   13.17     (2.10)    (1.37)    12.50   (2.44)    .24%      
%          %                           %                 %               %         %         %         %       %          
 
49.Net assets, end of      
$ 253,9    $ 418,6   $ 407,2 $ 418,9   $ 426,8 $ 356,5   $ 327,7 $ 160,1 $ 183,7   $ 172,1   $ 2,583   $ 59,18 $ 141,8   $ 3,156
period                     
13         32        28      29        32      64        56      56      90        22                  4       66     
(000 omitted)                                                                                
 
50.Ratio of expenses to     
.65%     .53%       .53%   .54%      .54%     .58%      .57%    .57%    .64%      .61%       .82%      1.23%    1.02%    1.65%    
average net assets    ,             
 
51.Ratio of expenses to     
.65%    .53%        .53%   .54%      .54%     .58%      .57%    .57%    .64%      .61%       .82%      1.23%     1.09%    2.41%    
average net assets    ,             
before expense                                                                              
reductions                                                                                   
 
52.Ratio of net             
10.29   9.22%        9.03%  9.16%     9.16%   8.90%     8.59%   7.96%   7.41%     6.45%      7.67%     6.81%      6.04%   5.42%    
investment income to       
%                                                                   
average net assets
 
53.Portfolio turnover       
88%     59%          92%    48%       87%     59%       60%     7%      59%       68%        7%        59%        68%      68%    
 
</TABLE>
 
   A ANNUALIZED    
   B FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO NOVEMBER 30, 1992.    
   C TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND IS NOT
ANNUALIZED FOR PERIODS OF LESS THAN ONE YEAR.    
   D 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.    
   E THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.    
   F FOR THE PERIOD JUNE 30, 1994 (COMMENCEMENT OF SALE OF CLASS B SHARES)
TO NOVEMBER 30, 1994.    
   G EFFECTIVE JULY 1, 1994, FMR VOLUNTARILY AGREED TO REIMBURSE EXPENSES
OF EACH APPLICABLE CLASS TO THE EXTENT THAT EXPENSES EXCEED 0.90% (CLASS A)
AND 1.65% (CLASS B) OF EACH CLASS' AVERAGE NET ASSETS.    
LIMITED TERM TAX-EXEMPT
 
<ERROR: WIDE TABLE>
ERROR: The Following Table: "Assets" is Too Wide!
Table Width is 239 characters.
 
 
<TABLE>
<CAPTION>
<S>                            
<C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>       <C>      <C>       <C>      <C>      <C>           
54.Selected Per-Share                    Institutional                                   Class A                     Class B
Data and Ratios                          Class                                                                                      
                                                              
 
 Year Ended November 30        
1985     1986     1987     1988     1989     1990     1991     1992     1993     1994     1992      1993     1994     1994        
 
55.Net asset value,            
$ 10.00  $ 10.28  $ 10.99  $ 10.38  $ 10.52  $ 10.61  $ 10.64  $ 10.80  $ 11.08  $ 10.460 $ 11.01   $ 11.08  $ 10.460 $ 9.890
beginning of period            
0        0        0        0        0        0        0        0        0                 0         0             
 
56.Income from                                                                                               
Investment Operations                                                                                       
 
57. Net investment              
.130    .671     .641     .650     .674     .689     .682     .666       .536    .481     .131     .508      .455      .155
income                                                                                                       
 
58. Net realized and            
.280    .760     (.540)   .140     .090     .030     .160     .280       .260    (1.030)  .070     .260      (1.040)   (.490)
unrealized                                                                                                   
 gain (loss) on                                                                                              
investments 
 
59. Total from                  
.410    1.431    .101     .790     .764     .719     .842     .946        .796   (.549)    .201     .768     (.585)    (.335)
investment operations                                                                                         
 
60.Less Distributions                                                                                        
 
61. From net                    
(.130)  (.671)  (.641)    (.650)   (.674)   (.689)   (.682)   (.666)      (.536)  (.481)   (.131)   (.508)   (.455)     (.155)
investment income                                                                                             
 
62. From net realized           
- --      (.050)  (.070)     --       --       --       --       --          (.880)    --      --      (.880)      --      --
gain 
 
   63. In excess of net        
    --    --     --        --        --      --       --       --           --     (.020)    --       --      (.020)     --       
   realized gain       
 
64. Total distributions         
(.130)   (.721)  (.711)   (.650)   (.674)   (.689)   (.682)  (.666)       (1.416)  (.501)   (.131)   (1.388)  (.475)      (.155)    
 
65.Net asset value, end        
$ 10.28  $ 10.99 $ 10.38  $ 10.52  $ 10.61  $ 10.64  $ 10.80 $ 11.08      $ 10.46  $ 9.410  $ 11.08  $ 10.46  $ 9.400   $ 9.400    
of period                      
0        0       0        0        0        0        0       0              0               0        0
 
66.Total return ,               
4.12%   14.39%   .97%     7.77%    7.50%    7.04%    8.15%    9.01%        8.01%   (5.43)%  1.37%    7.72%    (5.78)%   (3.44)%
 
67.Net assets, end of          
$ 94,39 $ 161,0  $ 162,8  $ 132,4  $ 121,4  $ 111,50 $ 100,2  $ 28,42      $ 15,07 $ 11,702 $ 1,752  $ 39,80   $ 57,382  $ 1,682
period                         
1       45       57       43       18       6        94       8            6                         0 
 
68.Ratio of expenses to         
.69%    .58%    .59%     .63%      .65%     .62%     .61%    .66%           .65%   .65%      1.04%   .90%     .90%       1.65%
average net assets 
 
69.Ratio of expenses to         
.69%    .58%    .59%     .63%      .65%    .62%      .61%    .67%           .83%   .76%       1.06    1.36%   1.04%      2.36%
average net assets                                                                            %,                         ,
before expense                                                                                                
reductions 
 
70.Ratio of net                 
6.33%   6.29%   6.01%    6.20%     6.45%   6.53%     6.40%   6.05%          5.01%  4.75%      5.65%   4.76%   4.49%      3.74%
investment income                                                                                            
to average net assets  
 
71.Portfolio turnover           
103%    34%     43%      24%       31%     32%       20%      36%           46%     53%       36%     46%     53%        53%
 
</TABLE>
 
   A ANNUALIZED    
   B FOR THE PERIOD SEPTEMBER 10, 1992 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO NOVEMBER 30, 1992.    
   C FOR THE PERIOD JUNE 30, 1994 (COMMENCEMENT OF SALE OF CLASS B SHARES)
TO NOVEMBER 30, 1994.    
   D FOR THE PERIOD SEPTEMBER 19, 1985 (COMMENCEMENT OF OPERATIONS) TO
NOVEMBER 30, 1985.    
   E TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND IS NOT
ANNUALIZED FOR PERIODS OF LESS THAN ONE YEAR.    
   F THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.    
   G FMR HAS VOLUNTARILY AGREED TO REIMBURSE EXPENSES OF EACH CLASS TO THE
EXTENT THAT EXPENSES EXCEED 0.90% (CLASS A, EFFECTIVE OCTOBER 21, 1992),
1.65% (CLASS B, EFFECTIVE JULY 1, 1994), AND 0.65% (INSTITUTIONAL CLASS,
EFFECTIVE OCTOBER 21, 1992) OF EACH CLASS' AVERAGE NET ASSETS.    
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN    or
YIELD    .
Each class's performance is affected by the expenses of that class;
accordingly, performance may be different among the classes.
EXPLANATION OF TERMS
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. 
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.
In calculating yield,    a fund     may from time to time use a security's
coupon rate instead of its yield to maturity in order to reflect the risk
premium on that security. This practice will have the effect of reducing a
fund's yield. 
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
   Each class of a growth or a growth and income     fund may quote its
adjusted NAV including all distributions paid. This value may be averaged
over specified periods and may be used to calculate    a     moving
average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report please contact your
Investment Professional, or call 1-800-843-3001.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
   THE FUNDS IN DETAIL    
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Equity Portfolio Growth is a
diversified fund of Advisor Series I, a Massachusetts business trust
organized on June 24, 1983. Equity Income is a diversified fund of Advisor
Series III, a Massachusetts business trust organized on May 17, 1982.
Limited Term Bond is a diversified fund of Advisor Series IV, a
Massachusetts business trust organized on May 6, 1983. Limited Term
Tax-Exempt is a diversified fund of Advisor Series VI, a Massachusetts
business trust organized on June 1, 1983. There is a remote possibility
that one fund might become liable for a misstatement in the prospectus
about another fund.
Each fund is sold to both institutional and retail investors. This
prospectus offers shares to institutional investors (Institutional Class
shares). Investment Professionals do not receive any compensation for
selling or providing shareholder support services to institutional
investors. Equity Income, Limited Term Bond and Limited Term Tax-Exempt
offer two classes of shares to retail investors: Class A and Class B.
Equity Portfolio Growth offers one class of shares to retail investors:
Class A. Class A shares and Class B shares are offered through a separate
prospectus.
CLASS A. Each fund offers a class of shares with a maximum 4.75% front-end
sales charge to retail investors who engage an Investment Professional for
investment advice (Class A shares). The initial and subsequent investment
minimums for Class A shares are $2,500 and $250, respectively. The minimum
account balance for Class A is $1,000. Reduced sales charges are applicable
to purchases of $50,000 or more of Class A shares of one fund alone or in
combination with purchases of Class A or Class B shares of other Fidelity
Advisor Funds. Class A investors also may qualify for a    sales charge
    reduction under the Rights of Accumulation or Letter of Intent
programs. Sales charges on Class A shares are waived for certain groups of
investors. In addition, Class A investors may participate in various
investment programs. Class A shares of each fund may be exchanged
   only     for Class A shares of other Fidelity Advisor Funds or Initial
   Class     shares of Daily Money Fund: U.S. Treasury Portfolio   ,    
   or shares of     Daily Money Fund: Money Market Portfolio and Daily
Tax-Exempt Money Fund.
Transfer agent and shareholder services for Class A shares of Equity
Portfolio Growth, Equity Income and Limited Term Bond are performed by
State Street Bank and Trust Company (State Street);    transfer agent
and     shareholder services for Class A shares of Limited Term Tax-Exempt
are performed by United Missouri Bank, N.A. (UMB).
For the fiscal year ended November 30, 1994, total operating expenses as a
percentage of average net assets for Class A shares were as follows:
   1.70    % for Equity Portfolio Growth    (after expense reductions)    ;
   1.64    % for Equity Income    (after expense reductions)    ;
   1.02    % for Limited Term Bond (after reimbursement); and    0.90    %
for Limited Term Tax-Exempt (after reimbursement).
Under the Class A Distribution and Service Plans,    the     Class A shares
of each of Equity Portfolio Growth and Equity Income currently pay an
annual distribution fee of 0.65% of average net assets; and    the Class A
shares of     each of Limited Term Bond and Limited Term Tax-Exempt
currently pay an annual distribution fee of 0.25% of average net assets. Up
to the full amount of the distribution fee paid by Class A shares of each
fund to FDC may be reallowed to Investment Professionals based upon the
level of marketing and distribution services provided. Class A shares do
not pay a shareholder service fee in addition to the distribution fee.
Investment    P    rofessionals may receive different levels of
compensation with respect to one particular class of shares over another
class of shares in the funds.
CLASS B. Equity Income, Limited Term Bond and Limited Term Tax-Exempt each
offer a class of shares with a contingent deferred sales charge to retail
investors who engage an investment professional for investment advice
(Class B shares). Class B shares are subject to an annual distribution fee
of 0.75% of average net assets, an annual    shareholder     service fee of
0.25% of average net assets and a contingent deferred sales charge upon
redemption within five years of purchase, which decreases from a maximum of
4% to 0%. At the end of six years, Class B shares of a fund automatically
convert to Class A shares of the same fund. The initial and subsequent
investment minimums for Class B shares are identical to those for Class A
shares. Class B shares of each fund may be exchanged only for Class B
shares of other Fidelity Advisor Funds or Class B shares of Daily Money
Fund: U.S. Treasury Portfolio.
Transfer agent and shareholder services for Class B shares of Equity Income
and Limited Term Bond are performed by Fidelity Investments Institutional
Operations Company (FIIOC); and    transfer agent and shareholder services
    for Class B shares of Limited Term Tax-Exempt are performed by UMB.
For the fiscal    period     ended November 30, 1994, total operating
expenses as a percentage of average net assets for Class B shares were as
follows:    2.18    % for Equity Income    (after expense reductions)    ;
   1.65    % for Limited Term Bond (after reimbursement); and    1.65    %
for Limited Term Tax-Exempt (after reimbursement). Investment
   P    rofessionals may receive different levels of compensation with
respect to one particular class of shares over another class of shares in
the funds.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The    t    ransfer    a    gent will mail proxy materials in advance,
including a voting card and information about the proposals to be voted on.
Shareholders of Equity Portfolio Growth and Limited Term Tax-Exempt are
entitled to one vote for each share they own. For shareholders of Equity
Income and Limited Term Bond, the number of votes you are entitled to is
based upon the dollar value of your investment.
Separate votes are taken by each class   ,     fund,    or trust     if a
matter affects just that class   ,     fund,    or trust,     respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts, 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operations.
The funds are managed by FMR, which chooses their investments and handles
their business affairs. Fidelity Management & Research (U.K.) Inc. (FMR
U.K.) in London, England, and Fidelity Management & Research (Far East)
Inc. (FMR Far East) in Tokyo, Japan, assist FMR with foreign investments.
As of    December 31,     1994, FMR advised funds having    over 22    
million shareholder accounts with a total value of    over     $   250
    billion.
Bettina E. Doulton has been manager of Advisor Equity 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.
Michael S. Gray is vice president and manager of Advisor Limited Term Bond
which he has managed since September 1987. Mr. Gray also manages 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 manages
Growth Company. Previously, he managed Emerging Growth and Select Defense
and Aerospace. Mr. Stansky joined Fidelity in 1983.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
FDC distributes and markets Fidelity's funds and services. FIIOC performs
transfer agent servicing functions for the Institutional Class shares of
each fund.
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Through ownership of voting common stock, members of the Edward C.
Johnson 3d family form a controlling group with respect to FMR Corp.
Changes may occur in the Johnson family group, through death or disability,
which would result in changes in each individual family member   '    s
holding of stock. Such changes could result in one or more family
member   '    s becoming holders of over 25% of the stock. FMR Corp. has
received an opinion of counsel that changes in the composition of the
Johnson family group under these circumstances would not result in the
termination of the funds' management or distribution contracts and,
accordingly, would not require a shareholder vote to continue operation
under those contracts.
UMB is Limited Term Tax-Exempt's transfer agent, although it employs FIIOC
to perform these functions for Institutional Class shares of the fund.   
UMB is located at 1010 Grand Avenue, Kansas City, Missouri 64106.    
A broker-dealer may use a portion of the commissions paid by Equity
Portfolio Growth and Equity Income to reduce th   at     fund's custodian
or transfer agent fees. FMR may use its broker-dealer affiliates and other
firms that sell fund shares to carry out a fund's transactions, provided
that the fund receives brokerage services and commission rates comparable
to those of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The value of each fund's investments varies based on many factors. Stock
values fluctuate in response to the activities of individual companies and
general market and economic conditions. Equity Portfolio Growth and Equity
Income spread investment risk by limiting holdings in any one company or
industry.
The value of bonds fluctuates based on changes in domestic and foreign
interest rates and the credit quality of the issuer. In general, bond
prices rise when interest rates fall, and vice versa. This effect is
usually more pronounced for longer-term securities. Lower-quality
securities offer higher yields, but also carry more risk. Because many of
Equity Portfolio Growth's, Equity Income's and Limited Term Bond's
investments are denominated in foreign currencies, changes in the value of
foreign securities can significantly affect the fund's share price. General
economic and political factors in the various world markets can also impact
the value of your investment.
FMR may use various investment techniques to hedge a fund's risks, but
there is no guarantee that these strategies will work as intended. When you
sell your shares, they may be worth more or less than what you paid for
them.
EQUITY PORTFOLIO GROWTH under normal conditions, will invest at least 65%
of its total assets in common and preferred stock. The fund looks for
domestic and foreign companies with above-average growth characteristics
compared to the average of the companies included in the S&P 500. Growth
may be measured by factors such as earnings or gross sales. Companies with
strong growth potential often have new products, technologies, distribution
channels, or other opportunities. As a general rule, these companies may
include smaller, less well-known companies and companies whose stocks have
higher than average price/earnings (P/E) ratios. The market prices of these
stocks may be particularly sensitive to economic, market, or company news.
FMR may also pursue growth in larger or revitalized companies or companies
that hold a strong position in the market. These growth characteristics may
be found in mature or declining industries.
FMR normally invests Equity Portfolio Growth's assets according to its
investment strategy. The fund also reserves the right to invest without
limitation in preferred stocks and investment-grade debt instruments for
temporary, defensive purposes.
EQUITY INCOME    under normal conditions, will     invest at least 65% of
its total assets in income-producing equity securities. For purposes of
this policy, equity securities are defined as common and preferred stocks.
The balance of the fund's assets will tend to be invested in debt
securities, a high percentage of which are expected to be convertible into
common stocks. The fund does not intend to invest in securities of issuers
without proven earnings and/or credit histories. Because the fund invests
for income, as well as capital appreciation, investors should not expect
capital appreciation comparable with funds which seek only capital
appreciation. The yield on the fund's assets generally will increase or
decrease from year to year in accordance with market conditions and in
relation to the changes in yields of the stocks included in the S&P 500.
FMR normally invests Equity Income's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
LIMITED TERM BOND FUND    seeks high current income by investing primarily
in fixed-income obligations of all types. The fund invests in domestic and
foreign investment-grade securities.     When consistent with its primary
objective, the fund may also seek capital appreciation. Under normal
conditions the fund maintains a dollar-weighted average maturity of 10
years or less   , but individual securities may be of any maturity    . In
determining a security's maturity for purposes of calculating the fund's
average maturity, estimates of the expected time for its principal to be
repaid may be used. This can be substantially shorter than its stated final
maturity.
FMR normally invests Limited Term Bond's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
investment-grade   ,     money market or short-term debt instruments for
temporary, defensive purposes.
LIMITED TERM TAX-EXEMPT FUND    normally will invest so that 80% or more of
its net assets will be invested in securities whose interest is free from
federal income tax. The fund     invests in municipal obligations judged by
FMR to be essentially the same quality as those rated within the three
highest rating categories by Moody's and S&P. Under normal
conditions   ,     at least 80% of the fund's net assets will be invested
in obligations having remaining maturities of 15 years or less.    The fund
maintains a dollar-weighted average maturity of 10 years or less. In
determining a security's maturity for purposes of calculating the fund's
average maturity, estimates of the expected time for its principal to be
repaid may be used. This can be substantially shorter than its stated final
maturity. 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.     The fund currently does not intend to invest in taxable
obligations or in AMT bonds.
FMR normally invests Limited Term Tax-Exempt's assets according to its
investment strategy. Limited Term Tax-Exempt does not expect to invest in
federally taxable obligations. The fund, however, reserves the right to
invest without limitation in short-term instruments, to hold a substantial
amount of uninvested cash, or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. A complete listing of each fund's policies
and limitations and more detailed information about each fund's investments
is contained in the    funds'     SAI. Policies and limitations are
considered at the time of purchase; the sale of instruments is not required
in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help a fund
achieve its goal. Current holdings and recent investment strategies are
described in a fund's financial reports, which are sent to shareholders
twice a year. For a free SAI or financial report, call
   1-800-843-3001.    
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, each of Equity
Income and Limited Term Bond may not purchase more than 10% of the
outstanding voting securities of a single issuer.
With respect to 100% of its assets, each of Equity Portfolio Growth and
Limited Term Tax-Exempt may not purchase more than 10% of the outstanding
voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securitieS, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.       
   FISCAL 1994 DEBT HOLDINGS, BY RATING    
   Fiscal 1994 Debt Holdings, by Rating MOODY'S INVESTORS SERVICE, INC.
STANDARD & POOR'S CORPORATION
    
    PERCENTAGE OF ASSETS IN EACH RATING CATEGORY PERCENTAGE OF ASSETS IN
EACH RATING CATEGORY    
    Equity Portfolio Growth Equity Income Equity Portfolio Growth Equity
Income     
    Rating Average [A]  Rating Average [A]  Rating Average [A]  Rating
Average [A]     
   INVESTMENT GRADE        
    
   Highest quality Aaa -- Aaa 1.79% AAA -- AAA 1.79%
    
   High quality Aa -- Aa 0.03% AA -- AA 0.03%
    
   Upper-medium grade A -- A 0.31% A -- A 0.21%
    
   Medium grade Baa -- Baa 0.61% BBB -- BBB 0.50%    
   LOWER QUALITY        
    
   Moderately speculative Ba 0.01% Ba 0.19% BB 0.02% BB 0.38%
    
   Speculative B -- B 2.38% B -- B 2.17%
    
   Highly speculative Caa -- Caa -- CCC -- CCC 0.03%
    
   Poor quality Ca -- Ca -- CC -- CC --
    
   Lowest quality, no interest C -- C -- C -- C --
    
   In default, in arrears  --  --  --  --
    
               
   [A] FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF
THE SOVEREIGN CREDIT OF THE ISSUING     
   GOVERNMENT. THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED
DIRECTLY OR INDIRECTLY BY MOODY'S OR S&P     
   AMOUNTED TO 0% FOR EQUITY PORTFOLIO GROWTH AND 0.31% FOR EQUITY INCOME.
THIS MAY INCLUDE SECURITIES RATED BY OTHER     
   NATIONALLY RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES.
FMR HAS DETERMINED THAT UNRATED SECURITIES THAT     
   ARE LOWER QUALITY ACCOUNT FOR 0% OF EQUITY PORTFOLIO GROWTH AND 0.31%
FOR EQUITY INCOME'S TOTAL SECURITY INVESTMENTS.     
   REFER TO THE SAI FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.    
   Taxable lower-quality debt securities (sometimes called "junk bonds")
are, and tax-exempt lower-quality debt securities may be, considered to be
speculative and involve greater risk of default or price changes due to
changes in the issuer's creditworthiness, or they may already be in
default. The market prices of these securities may fluctuate more than
higher-quality securities and may decline significantly in periods of
general economic difficulty.    
   Lower-quality foreign government securities are often considered to be
speculative and involve greater risk of default or price changes, or they
may already be in default. These risks are in addition to the general risks
associated with foreign securities.    
   The following chart provides a summary of ratings assigned to debt
holdings (not including money market instruments) in Equity Portfolio
Growth's and Equity Income's portfolios. These figures are dollar-weighted
averages of month-end portfolio holdings during fiscal 1994, and are
presented as a percentage of total security investments. These percentages
are historical and do not necessarily indicate a fund's current or future
debt holdings.     
   RESTRICTIONS: Purchase of a debt security is consistent with Equity
Portfolio Growth's, Equity Income's, and Limited Term Bond's quality policy
if it is rated at or above the stated level by Moody's or rated in the
equivalent categories by S&P, or is unrated but judged to be of equivalent
quality by FMR.    
   Equity Portfolio Growth and Equity Income each currently intend to limit
its investments in lower than Baa-quality debt securities to 35% of its
assets.    
   Limited Term Bond currently intends to limit its investments in debt
securities to those of Baa-quality and above, and currently intends to
limit its investments in debt securities rated Baa to 5% of its assets.    
   Purchase of a debt security is consistent with Limited Term Tax-Exempt's
debt quality policy if it is rated at or above the stated level by Moody's
and S&P; however, the fund may invest up to 20% of its total assets in
municipal obligations which are unrated by Moody's and S&P but judged by
FMR to meet the fund's quality standards. The fund currently intends to
limit its investment in debt securities to those of A-quality or above.    
   U.S. GOVERNMENT SECURITIES are high quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.    
MONEY    M    ARKET    I    NSTRUMENTS are high-quality instruments that
present minimal credit risk. They may include U.S. Government obligations,
commercial paper and other short-term corporate obligations, and
certificates of deposit, bankers' acceptances, bank deposits, and other
financial institution obligations. These instruments may carry fixed or
variable interest rates.
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign markets.
In addition to the political and economic factors that can affect foreign
securities, a governmental issuer may be unwilling to repay principal and
interest when due, and may require that the conditions for payment be
renegotiated. These factors could make foreign investments, especially
those in developing countries, more volatile.
   ASSET-BACKED SECURITIES may include interests in pools of the following:
purchase contracts, financing leases, or sales agreements entered into by
municipalities; lower-rated debt securities; or consumer loans. The value
of these securities may be significantly affected by changes in interest
rates, the market's perception of issuers, and the creditworthiness of the
parties involved. Certain asset-backed securities rely on continued
payments by a municipality, and may also subject to prepayment risk.    
   MORTGAGE SECURITIES are interests in pools of commercial or residential
mortgages, and may include complex instruments such as collateralized
mortgage obligations and stripped mortgage-backed securities. Mortgage
securities may be issued by the U.S. government or by private entities. For
example, Ginnie Maes are interests in pools of mortgage loans insured or
guaranteed by a U.S. government agency. Because mortgage securities pay
both interest and principal as their underlying mortgages are paid off,
they are subject to prepayment risk. This is especially true for stripped
securities. Also, the values of a mortgage security may be significantly
affected by changes in interest rates. Some mortgage securities may have a
structure that makes their reaction to interest rates and other factors
difficult to predict, making their value highly volatile.    
STRIPPED SECURITIES are the separate income or principal components of a
debt instrument. These involve risks that are similar to those of other
debt securities, although they may be more volatile, and certain stripped
securities move in the same direction as interest rates.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. They may be issued in
anticipation of future revenues, and may be backed by the full taxing power
of a municipality, the revenues from a specific project, or the credit of a
private organization. A security's credit may be enhanced by a bank,
insurance company, or other financial institution. A fund may own a
municipal security directly or through a participation interest.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include general obligations of U.S.
territories and possessions such as Guam, the Virgin Islands, and Puerto
Rico, and their political subdivisions and public corporations.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
VARIABLE AND FLOATING        RATE SECURITIES may have interest rates that
move in tandem with a benchmark, helping to stabilize their prices. Inverse
floaters have interest rates that move in the opposite direction from the
benchmark, making the instrument's market value more volatile.
PUT FEATURES entitle the holder to put (sell back) an instrument to the
issuer or a financial intermediary. In exchange for this benefit, a fund
may pay periodic fees or accept a lower interest rate. Demand features and
standby commitments are types of put features.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect a fund's yield. 
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some securities, including illiquid securities, may be subject
to legal restrictions. Difficulty in selling securities may result in a
loss or may be costly to a fund.
RESTRICTIONS. Each fund may not purchase a security if, as a result, more
than 10% of its net assets would be invested in illiquid securities.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type.
RESTRICTIONS: With respect to 100% of its assets, Equity Portfolio Growth
may not purchase a security if, as a result, more than 5% would be invested
in the securities of any issuer. 
With respect to 75% of its total assets, each of Equity Income, Limited
Term Bond and Limited Term Tax-Exempt may not purchase a security if, as a
result, more than 5% would be invested in the securities of    any    
issuer   .     
These limitations do not apply to U.S. government securities.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33% of its total assets.
LENDING securities to broker-dealers and institutions, including FBSI, an
affiliate of FMR, is a means of earning income. This practice could result
in a loss or a delay in recovering a fund's securities. A fund may also
lend money to other funds advised by FMR and to issuers in connection with
certain direct debt transactions.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of each fund's
total assets; however, Limited Term Tax-Exempt does not currently intend to
make loans.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
EQUITY PORTFOLIO GROWTH seeks    to achieve     capital appreciation by
investing primarily in common and preferred stock and securities
convertible into the common stock of companies with above average growth
characteristics.
EQUITY INCOME    FUND     seeks a yield from dividend and interest income
which exceeds the composite dividend yield on securities comprising the S&P
500. In addition, consistent with the primary objective of obtaining
dividend and interest income, the fund will consider the potential for
achieving capital appreciation.
LIMITED TERM BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed   -    income obligations.
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 fund invests in municipal obligations
judged by FMR to be essentially the same quality as those rated within the
three highest rating categories by Moody's and S&P. The fund may invest up
to 20% of its total assets in municipal obligations which are unrated by
Moody's and S&P but judged by FMR to meet the fund's quality standards.
Under normal conditions, at least 80% of the fund's net assets will be
invested in obligations having remaining maturities of 15 years or less.
    The fund maintains a dollar-weighted average maturity of 10 years or
less. 
With respect to 75% of its total assets, each of Equity Income, Limited
Term Tax-Exempt, and Limited Term Bond may not    purchase a security if,
as a result,     more than 5%    would be invested in the securities of    
any issuer. With respect to 100% of its assets, Equity Portfolio Growth may
not    purchase a security if, as a result,     more than 5%    would be
invested in the securities of     any issuer.
With respect to 75% of its total assets, each of Equity Income and Limited
Term Bond may not purchase more than 10% of the outstanding voting
securities of a single issuer. With respect to 100% of its assets, each of
Equity Portfolio Growth and Limited Term Tax-Exempt may not purchase more
than 10% of the outstanding voting securities of a single issuer.
Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of each fund's total assets.
BREAKDOWN OF EXPENSES
   Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in its
share price or dividends; they are neither billed directly to shareholders
nor deducted from shareholder accounts.    
   Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained below.    
   FMR may, from time to time, agree to reimburse a fund for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by the fund if expenses fall below the specified limit prior to
the end of the fiscal year. Reimbursement arrangements, which may be
terminated at any time without notice, can decrease a fund's expenses and
boost its performance.    
MANAGEMENT FEE
   The MANAGEMENT FEE is calculated and paid to FMR every month. Equity
Income pays FMR a monthly management fee at an annual rate of 0.50% of its
average net assets. The fee for Equity Portfolio Growth, Limited Term Bond
and Limited Term Tax-Exempt is calculated by adding a group fee rate to an
individual fee rate, and multiplying the result by each fund's average net
assets.    
   The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. For Equity Portfolio Growth this rate cannot rise
above 0.52%, and it drops as total assets under management increase. For
Limited Term Bond and Limited Term Tax-Exempt this rate cannot rise above
0.37%, and it drops as total assets under management increase.    
   For fiscal 1994, each fund paid the following as a percentage of its
average net assets.    
 
<TABLE>
<CAPTION>
<S>                       <C>             <C>                       <C>                
                           Group          Individual                Total              
                          Fee Rate         Fund Fee                    Manageme        
                                           Rate                        nt
             
                                                                       Fee             
 
Equity Portfolio Growth       0.32%        0.3   2    %   [A]           0.64%[A]       
 
Equity Income              n/a             n/a                       0.50%             
 
Limited Term Bond             0.16%        0.   25    %   [B]           0.41%[B]       
 
Limited Term Tax-Exempt       0.16%        0.25%                        0.41%          
 
</TABLE>
 
   [A] EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO REDUCE THE
INDIVIDUAL FUND FEE RATE FROM 0.33% TO 0.30%. IF THIS REDUCTION WERE NOT IN
EFFECT DURING FISCAL 1994, THE TOTAL MANAGEMENT FEE WOULD HAVE BEEN
0.65%.    
   [B] ON DECEMBER 14, 1994, SHAREHOLDERS OF THE FUND APPROVED AN INCREASE
FOR THE INDIVIDUAL FUND FEE RATE FROM 0.25% TO 0.30% EFFECTIVE FEBRUARY 24,
1995. IF THIS INCREASE WERE IN EFFECT DURING FISCAL 1994, THE TOTAL FEE
WOULD HAVE BEEN 0.46%.    
   FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East on behalf
of Equity Portfolio Growth, Equity Income and Limited Term Bond. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services. The sub-advisers may also provide
investment management services for Limited Term Bond. In return, FMR pays
FMR U.K. and FMR Far East 50% of its management fee rate with respect to
Limited Term Bond's investments that the sub-adviser manages on
discretionary basis. For fiscal 1994, FMR, on behalf of Equity Portfolio
Growth and Equity Income, paid FMR U.K. and FMR Far East fees amounting to
less than 0.01% of each fund's average net assets. Limited Term Bond did
not pay fees to either FMR U.K. or FMR Far East for fiscal 1994.    
OTHER EXPENSES
   While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.    
   FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for the Institutional Class shares of Equity Portfolio
Growth, Equity Income and Limited Term Bond. Fidelity Service Co. (FSC)
calculates the NAV and dividends for the Institutional Class shares,
maintains the general accounting records, and administers the securities
lending program for each of Equity Portfolio Growth, and Equity Income and
Limited Term Bond.    
   For fiscal 1994, Institutional Class shares paid FIIOC the following as
a percentage of each fund's average net assets: 0.11% for Equity Portfolio
Growth; 0.12% for Equity Income; and, 0.11% for Limited Term Bond. For
fiscal 1994, Institutional Class shares paid FSC the following as a
percentage of each fund's average net assets: 0.04% for Equity Portfolio
Growth; 0.06% for Equity Income; and, 0.04% for Limited Term Bond.    
   UMB has entered into sub-arrangements pursuant to which FIIOC performs
certain transfer agency, dividend disbursing and shareholder services for
the Institutional Class shares of Limited Term Tax-Exempt. UMB has entered
into sub-arrangements pursuant to which FSC calculates the NAV and
dividends for the Institutional Class shares of Limited Term Tax-Exempt and
maintains the fund's general accounting records. All of the fees are paid
to FIIOC by UMB, which is reimbursed by the Institutional Class shares for
such payments. In fiscal 1994, fees paid by UMB to FIIOC on behalf of the
Institutional Class shares of Limited Term Tax-Exempt amounted to 0.07% of
its average net assets, and fees paid by UMB to FSC on behalf of Limited
Term Tax-Exempt amounted to 0.07% of its average net assets.    
   Each fund has adopted a Distribution and Service Plan on behalf of
Institutional Class shares. Each plan recognizes that FMR may use its
resources, including management fees, to pay expenses associated with the
sale of Institutional Class shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the Institutional Class shares. The Board
of Trustees of each fund has not authorized such payments. The
Institutional Class of each fund does not pay FMR separate fees for this
service.    
Each fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. A broker-dealer may use a portion of the
commissions paid by each fund to reduce its custodian or transfer agent
fees.
The portfolio turnover rate    for each fund     for fiscal 1994 was:
   137    % for Equity Portfolio Growth;    140    % for Equity Income;
   68    % for Limited Term Bond; and    53    % for Limited Term
Tax-Exempt. These rates vary from year to year. High turnover rates
increase transaction costs and may increase taxable capital gains. FMR
considers these effects when evaluating the anticipated benefits of
short-term investing.
   YOUR ACCOUNT    
 
 
TYPES OF ACCOUNTS
If you invest through an Investment Professional, read that Investment
Professional's program materials in conjunction with this prospectus for
additional service features or fees that may apply. Certain features of the
funds, such as minimum initial or subsequent investment amounts, may be
modified in these programs, and administrative charges may be imposed for
the services rendered.
The different ways to set up (register) your account with Fidelity are
listed below.
The account guidelines that follow may not apply to certain funds or to
certain retirement accounts. For instance, tax-free funds are not available
for purchase in retirement accounts. If your employer offers a fund through
a retirement program, contact your employer for more information. Otherwise
call your Investment Professional directly.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
THE RETIREMENT ACCOUNT OPTIONS BELOW ARE ONLY FOR THE TAXABLE FUNDS OFFERED
THROUGH THIS PROSPECTUS.
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 401(K) PLANS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
(solid bullet)   MONEY PURCHASE/PROFIT SHARING PLANS     (Keough Plans) are
tax   -    deferred pension accounts designated for employees of
unincorporated businesses or for persons who are self-employed.
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
   Contact your Investment Professional.    
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called NAV, is calculated every business day. Each
fund's Institutional    Class     shares are sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted. NAV is normally calculated at 4:00 p.m. Eastern
time.
If you are placing your order through an Investment Professional, it is the
responsibility of your Investment Professional to transmit your order to
buy shares to the    t    ransfer    a    gent before 4:00 p.m. Eastern
time.
   The transfer agent must receive payment within five business days after
an order for shares is placed; otherwise your purchase order may be
canceled and you could be held liable for resulting fees and/or losses.    
IF YOU ARE NEW TO THE FIDELITY ADVISOR    F    UNDS, complete and sign an
account application and mail it along with your check. You may also open
your account by wire as described below. If there is no account application
accompanying this prospectus, call your Investment Professional or
1-800-843-3001.
If you are investing through a tax-sheltered retirement plan, such as an
IRA, for the first time, you will need a special application. Contact your
Investment Professional for more information and a retirement account
application.
   Certificates are no longer available for Institutional Class shares.    
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY ADVISOR FUND, you can:
(small solid bullet) Mail    a new     account application with a check, 
(small solid bullet) Wire money into your    existing     account, 
(small solid bullet) Open your account by exchanging from    an identically
registered account within     the same class of another Fidelity Advisor
fund, or
(small solid bullet) Contact your Investment Professional.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $100,000
TO ADD TO AN ACCOUNT $2,500
MINIMUM BALANCE $40,000
For further information on opening an account, please consult your
Investment Professional or refer to the account application.
 
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<TABLE>
<CAPTION>
<S>                                         <C>                           <C>                                            
                                            TO OPEN AN ACCOUNT            TO ADD TO AN ACCOUNT    
 
PHONE                                       (small solid bullet) Exchange 
                                            from    the same class of</r  (small solid bullet) Exchange from
    
    the same 
                                                                          class        of     another    
1-800-   843-3001 OR     YOUR INVESTMENT           another Fidelity 
                                            Advisor fund    or from       Fidelity Advisor fund    or from another     
PROFESSIONAL                                   another Fidelity fund 
                                            account     with the             Fidelity fund account     with the same   
                                            same registration, including 
                                            name,                          registration, including name, address, and      
                                            address, and taxpayer ID 
                                            number.                        taxpayer ID number.   
 
</TABLE>
 
 
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<TABLE>
<CAPTION>
<S>                   <C>                                                   <C>                                 
Mail (mail_graphic)   (small solid bullet) Complete and sign the account    (small solid bullet) Make your check payable to 
                                                                            the complete            
                      application. Make your check payable to                name of the fund of your choice    and note      
                      the complete name of the fund of your                    the applicable class    . Indicate your fund 
                      choice    and note the applicable class    .          account number on your check and mail to   
                      Mail to the address indicated on the                  the address printed on your account    
                      application.                                          statement.                     
                                                                            (small solid bullet) Exchange by mail: call
                                                                            1-800-   843-3001     or    
                                                                            your Investment Professional for  
                                                                            instructions.     
 
</TABLE>
 
 
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<S>                        <C>                                                        <C>                           
In Person (hand_graphic)   (small solid bullet) Bring your account application and    (small solid bullet) Bring your check to 
                                                                                      your Investment    
                           check to your Investment Professional.                     Professional. 
 
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<S>                   <C>                                                        <C>                                  
Wire (wire_graphic)   (small solid bullet) Call 1-800-843-3001 to set up your    (small solid bullet) Not available for 
                                                                                 retirement accounts.   
                      account and to arrange a wire                              (small solid bullet) Wire to:   
                      transaction. Not available for retirement                      Banker's Trust Co.      
                      accounts.                                                      Routing # 021001033      
                      (small solid bullet) Wire within 24 hours to:                 Custody & Shareholder      
                          Banker's Trust Co.                                         Services          
                          Routing # 021001033                                       Fidelity Advisor DART System       
                          Custody & Shareholder                                     DDA#: (call 1-800-843-3001)      
                           Services                                                 FBO: (account name)        
                          Fidelity Advisor DART                                     (account number)      
                           System                                                              
                          DDA#: (call 1-800-843-3001)                           Specify the complete name of the fund of 
                          FBO: (account name)                                   your choice    and note the applicable class    
                          (account number)                                             and include your account number and your
                                                                                 name.          
                      Specify the complete name of the fund      
                      of your choice    and note the applicable      
                         class     and include your new account   
                      number and your name.               
 
</TABLE>
 
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted. NAV is
normally calculated at 4:00 p.m. Eastern time.
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT, your request must
be made in writing, except for exchanges    into Institutional Class shares
of     other Fidelity    Advisor     funds    offered through this
prospectus, or into other Fidelity funds    , which can be requested by
phone or in writing.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR    NON-RETIREMENT ACCOUNTS
    SHARES, leave at least $40,000 worth of shares in the account to keep
it open. 
TO SELL SHARES BY BANK WIRE, you will need to sign up for these services in
advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and the fund from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, 
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity Advisor account with a different registration, or
(small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name   ,    
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be
redeemed   , signed certificates (if applicable)    , and
(small solid bullet) Any other applicable requirements listed in the
following table.
Deliver your letter to your Investment Professional, or mail it to:
   Fidelity Investments Institutional Operations Co.
82 Devonshire Street ZR5
Boston, MA 02109    
   Unless otherwise instructed, the transfer agent will send a check to the
record address.     
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
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<S>                                              <C>                          <C>                                    
PHONE                                            All account types except     (small solid bullet) Maximum check request: 
                                                                               $100,000.                        
1-800-843-3001 OR YOUR INVESTMENT                retirement         
PROFESSIONAL                                                        
 
(phone_graphic)                                  All account types            (small solid bullet) You may exchange    into     
                                                                              the same class of          
                                                                                 an    other Fidelity Advisor fund    or into 
                                                                              shares of                    
                                                                                 other Fidelity funds     if both accounts are 
                                                                              registered with the same name(s), address, and 
                                                                              taxpayer ID number.      
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint Tenant,    (small solid bullet) The letter of instruction must 
                                                                              be signed by all         
                                                 Sole Proprietorship          persons required to sign for transactions, exactly
                                                                              as their names appear on the account.   
                                                                             (small solid bullet) The account owner should 
                                                                              complete a retirement          
                                                                             distribution form. Call 1-800-   843-3001     or 
                                                                             your                        
                                                    Retirement account        Investment Professional to request one.
 
                                                 Trust                        (small solid bullet) The trustee must sign the 
                                                                              letter indicating capacity    
                                                                              as trustee. If the trustee's name is not in the
                                                                              account registration, provide a copy of the trust
                                                                              document certified within the last 60 days. 
 
                                                 Business or Organization     (small solid bullet) At least one person authorized 
                                                                              by corporate             
                                                                              resolution to act on the account must sign the 
                                                                              letter.              
 
                                                 Executor, Administrator,     (small solid bullet) Call 1-800-   843-3001     
                                                                              or your Investment           
                                                 Conservator/Guardian         Professional for instructions.
 
Wire (wire_graphic)                              All account types except     (small solid bullet) You must sign up for the 
                                                                              wire feature before using      
                                                 retirement                   it. To verify that it is in place, call
                                                                              1-800-   843-3001    .               
                                                                              Minimum wire: $   1,000    . 
                                                                              (small solid bullet) Your wire redemption request 
                                                                              must be received           
                                                                              by the    t    ransfer    a    gent before 4:00 
                                                                              p.m. Eastern                 
                                                                              time for money to be wired on the next business 
                                                                              day.    
 
</TABLE>
 
INVESTOR SERVICES
Fidelity Advisor    f    unds provide a variety of services to help you
manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the    t    ransfer    a    gent sends to you
include the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed,
even if you have more than one account in the fund. Call your Investment
Professional if you need additional copies of financial reports.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your Institutional    Class     shares and
buy    Institutional Class     shares of other Fidelity    Advisor    
funds    offered through this prospectus        or other Fidelity funds
    by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page
   24    .
 
   SHAREHOLDER AND ACCOUNT POLICIES    
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and    realized
    capital gains to shareholders each year. Normally, dividends for Equity
Portfolio Growth are distributed in January and December. Normally,
dividends for Equity Income are distributed in March, June, September and
December. Income dividends for Limited Term Bond and Limited Term
Tax-Exempt are normally declared daily and paid monthly. Each fund pays
capital gains, if any, in December and may pay additional capital gains
after the close of its fiscal year.    Equity Income may also pay capital
gains in June.    
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The funds offer three options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the same class of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
If you select distribution option 2 or 3 and the U.S. Postal Service cannot
deliver your checks, or if your checks remain uncashed for six months,
those checks will be reinvested in your account at the current NAV and your
election may be converted to the Reinvestment Option.
You may change your distribution option at any time by notifying the
   t    ransfer    a    gent in writing.
For retirement accounts, all distributions are automatically reinvested.
When you are over 59 1/2 years old, you can receive distributions in cash.
When each of Equity Portfolio Growth and Equity Income deducts a
distribution from its NAV, the reinvestment price is the applicable fund's
NAV at the close of business that day. Dividends from Limited Term Bond and
Limited Term Tax-Exempt will be reinvested at the applicable fund   's,    
NAV on the last day of the month. Capital gain distributions from Limited
Term Bond and Limited Term Tax-Exempt will be reinvested at the NAV as of
the date the applicable fund deducts the distributions from its NAV.
Distribution checks will be mailed within seven days.
TAXES
As with any investment, you should consider how an investment in the funds
could affect you. Below are some of the fund's tax implications. If your
account is not a tax-deferred retirement account, be aware of these tax
implications. 
TAXES ON DISTRIBUTIONS. Interest income that Limited Term Tax-Exempt earns
is distributed to shareholders as income dividends. Interest that is
federally tax-free remains tax-free when it is distributed. Distributions
from Equity Portfolio Growth, Equity Income and Limited Term Bond, however,
are subject to federal income tax and may also be subject to state or local
taxes. If you live outside the United States, your distributions from
Equity Portfolio Growth, Equity Income and Limited Term Bond, could also be
taxed by the country in which you reside.
For federal tax purposes, Equity Portfolio Growth   's    , Equity
Income   's     and Limited Term Bond's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains.
Mutual fund dividends from U.S. government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not quali   f    y for the benefit.
In addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
During fiscal 1994,    none     of Limited Term Tax-Exempt's and
   24.8    % of Limited Term Bond's income distributions were from U.S.
government securities.
   F    or shareholders of Limited Term Tax-Exempt, gain on the sale of
tax-free bonds results in taxable distributions. Short-term capital gains
and a portion of the gain on bonds purchased at a discount are taxed as
dividends. Long-term capital gain distributions, if any, are taxed as
long-term capital gains.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. Distributions declared in December and paid in January
are taxable as if they were paid on December 31.
Every January, the    t    ransfer    a    gent will send you and the IRS a
statement showing the taxable distributions paid to you in the previous
year.
A portion of Limited Term Tax-Exempt's dividends may be free from state or
local taxes. Income from investments in your state are often tax-free to
you. Each year, the    t    ransfer    a    gent will send you a breakdown
of Limited Term Tax-Exempt's income from each state to help you calculate
your taxes.
During fiscal 1994,    100    % of Limited Term Tax-Exempt's income
dividends was free from federal income tax.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges - are subject
to capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them. 
Whenever you sell shares of a fund, the    t    ransfer    a    gent will
send you a confirmation statement showing how many shares you sold and at
what price. 
   You will also receive a monthly transaction statement.     However, it
is up to you or your tax preparer to determine whether this sale resulted
in a capital gain and, if so, the amount of tax to be paid. BE SURE TO KEEP
YOUR REGULAR ACCOUNT STATEMENTS; the information they contain will be
essential in calculating the amount of your capital gains.
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a capital
gain distribution or dividend distribution, as applicable, from its NAV,
you will pay the full price for the shares and then receive a portion of
the price back in the form of a taxable distribution.
CURRENCY CONSIDERATIONS. If each of Equity Portfolio Growth, Equity Income
and Limited Term Bond's dividends exceed its taxable income in any year,
which is sometimes the result of currency-related losses, all or a portion
of the fund's dividends may be treated as a return of capital to
shareholders for tax purposes. To minimize the risk of a return of capital,
each of Equity Portfolio Growth, Equity Income and Limited Term Bond may
adjust its dividends to take currency fluctuations into account, which may
cause the dividends to vary. Any return of capital will reduce the cost
basis of your shares, which will result in a higher reported capital gain
or a lower reported capital loss when you sell your shares. The statement
you receive in January will specify if any distributions included a return
of capital.
EFFECT OF FOREIGN TAXES. Each of Equity Portfolio Growth, Equity Income and
Limited Term Bond sometimes pays withholding or other taxes to foreign
governments during the year. These taxes reduce each fund's dividends, but
are 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 each fund. Your tax statement will generally show the amount
of foreign tax for which a credit or deduction may be available.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments. 
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. NAV is normally calculated as of the close of business of the
NYSE, normally 4   :00     p.m. Eastern time.
   A CLASS'S     NAV is the value of a single share. The NAV of each class
is computed by adding that class's pro rata share of the value the
applicable fund's investments, cash, and other assets, subtracting that
class's pro rata share of the value of the applicable fund's liabilities,
subtracting the liabilities allocated to that class, and dividing by the
number of shares of that class that are outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE OFFERING PRICE (price to buy one share) and REDEMPTION PRICE (price to
sell one share) of Institutional Class shares are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity and the
   t    ransfer    a    gent may only be liable for losses resulting from
unauthorized transactions if they do not follow reasonable procedures
designed to verify the identity of the caller. Fidelity and the
   t    ransfer    a    gent will request personalized security codes or
other information, and may also record calls. You should verify the
accuracy of the confirmation statements immediately after receipt. If you
do not want the ability to redeem and exchange by telephone, call the
   t    ransfer    a    gent for instructions. Additional documentation may
be required from corporations, associations and certain fiduciaries.
IF YOU ARE UNABLE TO REACH THE    T    RANSFER    A    GENT BY PHONE (for
example, during periods of unusual market activity), consider placing your
order by mail. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page    24    . Purchase orders may be refused if, in FMR's opinion,
they would disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES,    your     shares will be purchased
at the next NAV calculated after your order is received and accepted. Note
the following: 
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks. 
(small solid bullet) The funds do not accept cash. 
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees a fund or the
   t    ransfer    a    gent has incurred.
(small solid bullet) Direct Purchases:    For Limited Term Bond and Limited
Term Tax-Exempt you     begin to earn dividends as of the first business
day following the day the fund receives payment.
(small solid bullet) Confirmed Purchases:    For Limited Term Bond and
Limited Term Tax-Exempt y    ou begin to earn dividends as of the business
day the fund receives payment.
(small solid bullet) Automated Order Purchases   : For Limited Term Bond
and Limited Term Tax-Exempt y    ou begin to earn dividends as of the
business day your order is received and accepted.
CONFIRMED PURCHASES. For Limited Term Bond and Limited Term Tax-Exempt,
certain Financial Institutions that meet FDC's creditworthiness criteria
may enter confirmed purchase orders on behalf of customers by phone with
payment to follow no later than the close of business on the first business
day following the day your order is received and accepted. If payment is
not received by such date, the order will be cancelled and the Financial
Institution will be liable for any losses.
AUTOMATED ORDER PURCHASES.    Institutional Class s    hares of each fund
can be purchased or sold through investment professionals utilizing an
automated order placement and settlement system that guarantees payment for
orders on a specified date.
TO AVOID THE COLLECTION PERIOD associated with check purchases, consider
buying shares by bank wire, U.S. Postal money order, U.S. Treasury check,
Federal Reserve check, or direct deposit instead.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted. Note the
following: 
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Shares of Limited Term Bond and Limited Term
Tax-Exempt will earn dividends through the date of redemption; however,
shares redeemed on a Friday or prior to a holiday will continue to earn
dividends until the next business day.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check have been collected,
which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
IF YOUR ACCOUNT BALANCE FALLS BELOW $40,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, the    t    ransfer    a    gent reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at the
NAV on the day your account is closed. 
   FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of
$12.00 from accounts with a value of less than $2,500. The fee which is
payable to the transfer agent, is designed to offset in part the relatively
higher costs of servicing smaller accounts.    
THE    T    RANSFER    A    GENT MAY CHARGE A FEE FOR SPECIAL SERVICES,
such as providing historical account documents, that are beyond the normal
scope of its services. 
FDC will, at its expense, provide promotional incentives such as sales
contests and luxury trips to investment professional 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.
   You may submit exchange instructions in writing, or by telephone,
directly to the transfer agent or through your Investment Professional. If
you choose to exchange by writing, you must send a letter of instruction,
with your signature guaranteed, either directly to the transfer agent or to
your Investment Professional. Your letter of instruction should be
accompanied by either certificates representing the shares to be redeemed
or, if no certificates have been issued, by a stock power form with your
signature guaranteed. For more information on entering an exchange
transaction, please contact your Investment Professional.    
EXCHANGE RESTRICTIONS
As an Institutional Class shareholder, you have the privilege of exchanging
your Institutional Class shares for Institutional Class shares of other
Fidelity Advisor funds or for shares of other Fidelity funds. However, you
should note the following:
(small solid bullet) If you exchange into a fund with an applicable sales
charge, you pay that fund's sales charge.
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincide
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.

FIDELITY ADVISOR CLASS A & CLASS B PROSPECTUS
 
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2            ..............................   Expenses                                              
 
3     a      ..............................   Financial Highlights                                  
 
      b      ..............................   *                                                     
 
      c      ..............................   Performance                                           
 
      d      ..............................   Cover Page                                            
 
4     a      i.............................   Charter                                               
 
             ii...........................    Investment Principles and Risks; Securities and       
                                              Investment Practices; Fundamental Investment          
                                              Policies and Restrictions                             
 
      b      ..............................   Securities and Investment Practices                   
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks; Securities and Investment Practices        
 
5     a      ..............................   Charter                                               
 
      b      i.............................   FMR and Its Affiliates                                
 
             ii...........................    FMR and Its Affiliates; Charter; Breakdown of         
                                              Expenses                                              
 
             iii..........................    Expenses; Breakdown of Expenses; Management           
                                              Fee                                                   
 
      c      ..............................   FMR and Its Affiliates                                
 
      d      ..............................   Charter; Breakdown of Expenses; Cover Page;           
                                              FMR and Its Affiliates                                
 
      e      ..............................   FMR and its Affiliates; Breakdown of Expenses;        
                                              Other Expenses                                        
 
      f      ..............................   Expenses                                              
 
      g      ..............................   Expenses; FMR and Its Affiliates                      
 
      5A     ..............................   *                                                     
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares; Investor       
                                              Services; Transaction Details; Exchange               
                                              Restrictions; Sales Charge Reductions and Waivers     
 
             iii..........................    *                                                     
 
      b      .............................    FMR and Its Affiliates                                
 
      c      ..............................   Charter                                               
 
      d      ..............................   Cover Page; Charter                                   
 
      e      ..............................   Cover Page; How to Buy Shares; How to Sell            
                                              Shares; Investor Services; Sales Charge               
                                              Reductions and Waivers                                
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Charter; Cover Page                                   
 
      b      ..............................   How to Buy Shares; Transaction Details                
 
      c      ..............................   Sales Charge Reductions and Waivers                   
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   Transaction Details; Breakdown of Expenses            
 
      f      ..............................   Breakdown of Expenses; Other Expenses                 
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
** To Be Filed By Amendment
 

 
 
 
FIDELITY ADVISOR FUNDS
CLASS A AND CLASS B
   Equity Income    , Limited Term Bond and Limited Term Tax-Exempt are
comprised of three classes of shares: Class A, Class B and Institutional
Class. Strategic Opportunities is comprised of three classes of shares:
Class A, Class B and Initial    Class    . Equity Portfolio Growth is
comprised of two classes of shares: Class A and Institutional Class.
Emerging Markets Income, Strategic Income, High Yield, Government
Investment, and High Income Municipal are comprised of two classes of
shares: Class A and Class B. Overseas, Growth Opportunities, Global
Resources, Income & Growth, Short Fixed-Income and Short-Intermediate
Tax-Exempt are comprised of Class A shares only.    All classes of a fund
have     a common investment objective and investment portfolio.
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
the applicable fund's most recent financial report and portfolio listing or
a copy of the Statement of Additional Information (SAI) dated February 24,
1995. The SAI has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact Fidelity
Distributors Corporation (FDC), 82 Devonshire Street, Boston, MA 02109, or
your    I    nvestment    P    rofessional. 
 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR 
OBLIGATIONS OF, OR GUARANTEED BY, ANY 
DEPOSITORY INSTITUTION. SHARES ARE NOT 
INSURED BY THE FDIC, THE FEDERAL RESERVE 
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT 
TO INVESTMENT RISK, INCLUDING THE POSSIBLE 
LOSS OF PRINCIPAL.
EMERGING MARKETS INCOME,HIGH YIELD,    STRATEGIC INCOME AND     HIGH INCOME
MUNICIPAL MAY EACH INVEST WITHOUT LIMITATION IN LOWER-QUALITY DEBT
SECURITIES, SOMETIMES CALLED "JUNK BONDS." INVESTORS SHOULD CONSIDER THAT
THESE SECURITIES CARRY GREATER RISKS, SUCH AS THE RISK OF DEFAULT, THAN
OTHER DEBT SECURITIES. REFER TO "INVESTMENT PRINCIPLES AND RISKS" ON PAGE 
FOR FURTHER INFORMATION.
 
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.
ACOM-pro-295
GROWTH FUNDS:
Fidelity Advisor Overseas Fund
Fidelity Advisor Equity Portfolio Growth
Fidelity Advisor Global Resources Fund
   Fidelity Advisor Growth Opportunities Fund    
Fidelity Advisor Strategic Opportunities Fund
GROWTH AND INCOME FUNDS:
Fidelity Advisor    Equity Income Fund (formerly Fidelity Advisor Equity
Portfolio Income)    
Fidelity Advisor Income & Growth Fund
   TAXABLE    -INCOME FUNDS:
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Limited Term Bond Fund
Fidelity Advisor Short Fixed-Income Fund
TAX-EXEMPT/MUNICIPAL FUNDS:
Fidelity Advisor High Income Municipal Fund
Fidelity Advisor Limited Term Tax-Exempt Fund
Fidelity Advisor Short-Intermediate Tax-Exempt Fund
PROSPECTUS
FEBRUARY 24, 1995(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>   <C>                                                         
KEY FACTS                   WHO MAY WANT TO INVEST                                      
 
                            EXPENSES Each class's sales charge (load) and its yearly    
                            operating expenses.                                         
 
                            FINANCIAL HIGHLIGHTS A summary of each fund's financial     
                            data.                                                       
 
                            PERFORMANCE How each fund has done over time.               
 
THE FUNDS IN DETAIL         CHARTER How each fund is organized.                         
 
                            INVESTMENT PRINCIPLES AND RISKS Each fund's overall         
                            approach to investing.                                      
 
                            BREAKDOWN OF EXPENSES How operating costs are               
                            calculated and what they include.                           
 
YOUR ACCOUNT                TYPES OF ACCOUNTS Different ways to set up your             
                            account, including tax-sheltered retirement plans.          
 
                            HOW TO BUY SHARES Opening an account and making             
                            additional investments.                                     
 
                            HOW TO SELL SHARES Taking money out and closing your        
                            account.                                                    
 
                            INVESTOR SERVICES  Services to help you manage your         
                            account.                                                    
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS, AND TAXES                         
ACCOUNT POLICIES                                                                        
 
                            TRANSACTION DETAILS Share price calculations and the        
                            timing of purchases and redemptions.                        
 
                            EXCHANGE RESTRICTIONS                                       
 
                            SALES CHARGE REDUCTIONS AND WAIVERS                         
 
                            APPENDIX                                                    
 
</TABLE>
 
   KEY FACTS    
 
 
WHO MAY WANT TO INVEST
Shares are offered through this prospectus to investors who engage an
Investment Professional for investment advice.
Overseas, Equity Portfolio Growth, Global Resources,    Growth
Opportunities, Strategic Opportunities, Equity Income,     Income & Growth,
High Yield, Government Investment, Limited Term Bond, Short Fixed-Income,
High Income Municipal and Limited Term Tax-Exempt are diversified funds. 
Emerging Markets Income, Strategic Income, and Short-Intermediate
Tax-Exempt are non-diversified funds. Non-diversified funds may invest a
greater portion of their assets in securities of a single issuer than
diversified funds. As a result, changes in the financial condition or
market assessment of a single issuer could cause greater fluctuations in
share value than a diversified fund.
Overseas, Equity Portfolio Growth, Global Resources,    Growth
Opportunities, Strategic Opportunities,     Equity Income and Income &
Growth are designed for investors who are willing to ride out stock market
fluctuations in pursuit of potentially high long-term returns. Overseas,
Equity Portfolio Growth, Global Resources   , Growth Opportunities and
Strategic Opportunities     are designed for investors who want to be
invested in the stock market for its long-term growth potential. These
funds invest for growth and do not pursue income. Equity Income and Income
& Growth are designed for those investors who seek a combination of growth
and income from equity and some bond investments.
High Income Municipal, Limited Term Tax-Exempt and Short-Intermediate
Tax-Exempt are designed for investors in higher tax brackets who seek high
current income that is free from federal income tax. Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt also invest consistent with
consideration of capital preservation. High Income Municipal focuses on
lower-quality debt securities and may be appropriate for long-term,
aggressive investors who understand the potential risks and rewards of
investing in lower-quality debt securities, including defaulted securities.
   Government Investment,     Limited Term Bond and Short Fixed-Income are
designed for investors who seek high current income from a portfolio of
investment-grade debt securities. These funds also invest consistent with
consideration of capital preservation. 
Emerging Markets Income,    High Yield, and     Strategic Income are
designed for investors who want high current income with some potential for
capital growth from a portfolio of debt instruments with a focus on
lower-quality debt securities and income-producing equity securities. These
funds may be appropriate for long-term, aggressive investors who understand
the potential risks and rewards of investing in lower-quality debt
securities, including defaulted securities.
The value of each fund's investments and, as applicable, the income they
generate, varies from day to day, generally reflecting changes in market
conditions, interest rates and other company, political, and economic news.
   The risk and potential reward of fixed-income investments depend on
their quality and maturity of its investments.     Over time, stocks,
although more volatile, have shown greater growth potential than other
types of securities. In the shorter term, however, stock prices can
fluctuate dramatically in response to these factors.
   The investments of     Strategic Income, Government Investment, Limited
Term Bond, and Short Fixed-Income are also subject to prepayments, which
can lower    a     fund's yield, particularly in periods of declining
interest rates.
In addition, Overseas, Global Resources   ,        Emerging Markets Income
    and Strategic Income may also be appropriate for investors who want to
pursue their investment goals in markets outside of the United States. By
including international investments in your portfolio, you can achieve an
extra level of diversification and also participate in opportunities around
the world. However, there are additional risks involved with international
investing. The performance of international funds depends upon currency
values, the political and regulatory environment, and overall economic
factors in the countries in which a fund invests. These risks may be more
significant for those funds that focus on emerging markets.
Each fund is not in itself a balanced investment plan. You should consider
your investment objective and tolerance for risk when making an investment
decision. When you sell your fund shares, they may be worth more or less
than what you paid for them.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell   ,
    exchange   , or hold     shares of a fund. Lower front-end sales
charges may be available with purchases of $50,000 or more        in
conjunction with various programs. See "Transaction Details," page    ,    
for an explanation of how and when these charges apply.
A contingent deferred sales charge (CDSC) is imposed only if you redeem
Class B shares within 5 years of purchase. See "Transaction Details," page
       , for information about the CDSC.
                          
      Clas         Clas   
      s A          s B    
 
 
<TABLE>
<CAPTION>
<S>                                                            <C>    <C>   <C>    
Maximum sales charge on purchases                              4.75         None   
for all Advisor funds    (except Short Fixed-Income and
                           
   Short-Intermediate Tax-Exempt)                                                  
(as a % of offering price)                                                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                             <C>    <C>   <C>     
Maximum sales charge on purchases                               1.50         None    
of    Short Fixed-Income or     Short-Intermediate Tax-Exempt                        
(as a % of offering price)                                                           
 
Maximum CDSC on purchases                                       None         4.00[   
(as a % of the lesser of original purchase price                             A]      
or redemption proceeds)                                                              
                                                                                     
 
</TABLE>
 
Maximum sales charge on    None         None   
reinvested distributions                       
 
Redemption fee   None         None   
 
 
<TABLE>
<CAPTION>
<S>                                          <C>            <C>       <C>            
Exchange fee                                 None                     None           
 
   Annual account maintenance fee
              $12.0                    $12.0       
   (For Account Balances under $2,500)          0                        0           
 
</TABLE>
 
[A] DECLINES    OVER 5 YEARS     FROM 4.00% TO 0%   .    
ANNUAL OPERATING EXPENSES are paid out of each class's assets. Each fund
pays a management fee to Fidelity Management & Research (FMR) that, for
Overseas, Growth Opportunities and Strategic Opportunities, varies based on
performance. Each fund also incurs other expenses for services such as
maintaining shareholder records and furnishing shareholder statements and
financial reports.
12b-1 fees for Class A and Class B include a distribution fee and, for
Class B, a shareholder service fee. Distribution fees are paid by each
class to FDC for services and expenses in connection with the distribution
of the applicable class's shares. Shareholder service fees are paid by
Class B to Investment Professionals for services and expenses incurred in
connection with providing personal service and/or maintenance of Class B
shareholder accounts. Long-term shareholders may pay more than the economic
equivalent of the maximum sales charges permitted by the National
Association of Securities Dealers, Inc. (NASD)   ,     due to 12b-1 fees.
Each class's expenses are factored into its share price or dividends and
are not charged directly to shareholder accounts (see "Breakdown of
Expenses" on page        ).
   Effective August 1, 1994, FMR voluntarily agreed to implement management
fee reductions for Equity Portfolio Growth. The individual fund fee rate
was reduced from 0.33% to 0.30%. If this agreement was not in effect, total
operating expenses would have been 1.71%.    
A portion of the brokerage commissions that Equity Portfolio Growth,
   Global Resources,     Growth Opportunities    and     Income & Growth   
    paid was used to reduce each class's expenses. Without this reduction,
the total Class A operating expenses would have been    1.71    % for
Equity Portfolio Growth,    2.10% for Global Resources, 1.63    % for
Growth Opportunities,    1.67% for Equity Income and 1.59% for Income and
Growth, respectively.    
The following are projections based on historical        expenses
   (except Strategic Income)     of each class of each fund, and are
calculated as a percentage of average net assets.
 
 
EQUITY FUNDS
           Operating Expenses         Class A       Class B   
 
OVERSEAS   Management fee                0.80       n/a       
                                             %                
 
           12b-1 fee                  0.65          n/a       
                                      %                       
 
           Other expenses                0.67       n/a       
                                         %                    
 
           Total operating expenses      2.12       n/a       
                                         %                    
 
 
<TABLE>
<CAPTION>
<S>                           <C>                                   <C>                    <C>             
EQUITY PORTFOLIO GROWTH       Management fee    (after                 0.62                n/a             
                                 reimbursement)                            %                               
 
                              12b-1 fee                             0.65                   n/a             
                                                                    %                                      
 
                              Other expenses                           0.41                n/a             
                                                                    %                                      
 
                              Total operating expenses                 1.68    %   [          n/a          
                                                                       A]                                  
 
   GLOBAL RESOURCES              Management fee                        0.77                   n/a          
                                                                       %                                   
 
                                 12b-1 fee                             0.65                   n/a          
                                                                       %                                   
 
                                 Other expenses                        0.65                   n/a          
                                                                       %                                   
 
                                 Total operating expenses              2.07%[                 n/a          
                                                                       A]                                  
 
   GROWTH OPPORTUNITIES          Management fee                        0.69                   n/a          
                                                                       %                                   
 
                                 12b-1 fee                             0.65                   n/a          
                                                                       %                                   
 
                                 Other expenses                        0.28                   n/a          
                                                                       %                                   
 
                                 Total operating expenses              1.62%[                 n/a          
                                                                       A]                                  
 
STRATEGIC OPPORTUNITIES       Management fee                           0.67                   0.67         
                                                                           %                      %        
 
                              12b-1 fee (including 0.25%            0.65                   1.00            
                              Shareholder Service Fee for           %                      %               
                              Class B shares)                                                              
 
                              Other expenses                           0.47                   0.47         
                                                                           %                      %        
 
                              Total operating expenses                 1.79%[                 2.14         
                                                                       B]                         %        
 
   EQUITY INCOME                 Management fee                        0.50                   0.50         
                                                                       %                      %            
 
                                 12b-1 fee (including 0.25%            0.65                   1.00         
                                 Shareholder Service Fee for           %                      %            
                                 Class B shares)                                                           
 
                                 Other expenses                        0.49                   0.49%[       
                                                                       %                      C]           
 
                                 Total operating expenses              1.64                   1.99         
                                                                       %                      %            
 
INCOME & GROWTH               Management fee                           0.52                n/a             
                                                                           %                               
 
                              12b-1 fee                             0.65                   n/a             
                                                                    %                                      
 
                              Other expenses                           0.41                n/a             
                                                                           %                               
 
                              Total fund operating expenses            1.58%[              n/a             
                                                                       A]                                  
 
</TABLE>
 
   [A] A PORTION OF THE BROKERAGE COMMISSIONS THAT THE FUNDS PAID WAS USED
TO REDUCE EACH CLASS'S EXPENSES. WITHOUT THIS REDUCTION, THE TOTAL
OPERATING EXPENSES FOR CLASS A WOULD HAVE BEEN: EQUITY PORTFOLIO GROWTH
1.71%; GLOBAL RESOURCES, 2.10%; GROWTH OPPORTUNITIES, 1.63%; EQUITY INCOME,
1.67%; INCOME & GROWTH, 1.59%.    
   [B] INCLUDES THE EFFECT OF ANNUALIZING A VOLUNTARY REIMBURSEMENT OF FEES
BY FMR.    
   [C] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.    
   TAXABLE     INCOME
      Operating Expenses   Class A   Class B   
 
 
<TABLE>
<CAPTION>
<S>                            <C>                                   <C>               <C>               
EMERGING MARKETS INCOME        Management fee                           0.70              0.70           
                                                                        %                     %          
 
                               12b-1 fee (including 0.25%                              1.00              
                               Shareholder Service Fee for           0.25              %                 
                               Class B shares)                       %                                   
 
                               Other expenses (after                    0.55%[            0.55%[         
                               reimbursement)                           C]                C]             
 
                               Total operating expenses                 1.50              2.25           
                                                                        %                 %              
 
   HIGH YIELD                     Management fee                        0.60              0.60           
                                                                        %                 %              
 
                                  12b-1 fee (including 0.25%            0.25              1.00           
                                  Shareholder Service Fee for           %                 %              
                                  Class B shares)                                                        
 
                                  Other expenses                        0.35              0.35%[         
                                                                        %                 C]             
 
                                  Total operating expenses              1.20              1.95           
                                                                        %                 %              
 
STRATEGIC INCOME               Management fee                           0.61              0.61           
                                                                            %                 %          
 
                               12b-1 fee (including 0.25%            0.25              1.00              
                               Shareholder Service Fee for           %                 %                 
                               Class B shares)                                                           
 
                               Other expenses (after                    0.49%[            0.49%[         
                               reimbursement)                           C]                C]             
 
                               Total operating expenses                 1.35              2.10           
                                                                        %                     %          
 
   GOVERNMENT INVESTMENT          Management fee                        0.46              0.46           
                                                                        %                 %              
 
                                  12b-1 fee (including 0.25%            0.25              1.00           
                                  Shareholder Service Fee for           %                 %              
                                  Class B shares)                                                        
 
                                  Other expenses (after                 0.03              0.03%[         
                                  reimbursement)                        %                 C]             
 
                                  Total operating expenses              0.74              1.49           
                                                                        %                 %              
 
LIMITED TERM BOND              Management fee                           0.46              0.46           
                                                                            %                 %          
 
                               12b-1 fee (including 0.25%            0.25              1.00              
                               Shareholder Service Fee for           %                 %                 
                               Class B shares)                                                           
 
                               Other expenses (after                    0.36              0.36%[         
                               reimbursement)                               %             C]             
 
                               Total operating expenses                 1.07              1.82           
                                                                            %                 %          
 
SHORT FIXED-INCOME             Management fee                           0.46           n/a               
                                                                            %                            
 
                               12b-1 fee                             0.15              n/a               
                                                                     %                                   
 
                               Other expenses                           0.36           n/a               
                                                                            %                            
 
                               Total operating expenses                 0.97    %      n/a               
 
</TABLE>
 
TAX-EXEMPT/MUNICIPAL
      Operating Expenses   Class A   Class B   
 
 
<TABLE>
<CAPTION>
<S>                             <C>                             <C>           <C>             
HIGH INCOME MUNICIPAL           Management fee                     0.41          0.41         
                                                                       %             %        
 
                                12b-1 fee (including 0.25%      0.25          1.00            
                                Shareholder Service Fee for        %          %               
                                Class B shares)                                               
 
                                Other expenses                     0.23          0.23%[       
                                                                       %         C]           
 
                                Total operating expenses           0.89          1.64         
                                                                       %             %        
 
LIMITED TERM TAX-EXEMPT         Management fee                     0.41          0.41         
                                                                       %             %        
 
                                12b-1 fee (including 0.25%      0.25          1.00            
                                Shareholder Service Fee for     %             %               
                                Class B shares)                                               
 
                                Other expenses (after              0.24          0.24%[       
                                reimbursement)                         %         C]           
 
                                Total operating expenses           0.90          1.65         
                                                                       %             %        
 
SHORT-INTERMEDIATE TAX-EXEMPT   Management fee                     0.41       n/a             
                                                                       %                      
 
                                12b-1 fee                       0.15          n/a             
                                                                %                             
 
                                Other expenses (after              0.19       n/a             
                                reimbursement)                         %                      
 
                                Total fund operating expenses      0.75       n/a             
                                                                       %                      
 
</TABLE>
 
   [C] PROJECTIONS ARE BASED ON ESTIMATED EXPENSES FOR FIRST YEAR.    
EXPENSE TABLE EXAMPLE: You would pay the following expenses, including the
maximum front-end sales charge or CDSC, as applicable, on a $1,000
investment, assuming a 5% annual return and either (1) full redemption or
(2) no redemption, at the end of each time period:
EQUITY FUNDS
 
<TABLE>
<CAPTION>
<S>                              <C>                   <C>           <C>                           <C>           
                                                       Examples                                                  
 
                                                       Class A       Class B                       Class B       
                                                       (1)           (1)                           (2)           
 
OVERSEAS                         After 1 year          $   68        n/a                           n/a           
 
                                 After 3               $   111       n/a                           n/a           
                                 years                                                                           
 
                                 After 5               $   156       n/a                           n/a           
                                 years                                                                           
 
                                 After 10              $   281       n/a                           n/a           
                                 years                                                                           
 
   EQUITY PORTFOLIO GROWTH          After 1 year          $64           n/a                           n/a        
 
                                    After 3               $99           n/a                           n/a        
                                    years                                                                        
 
                                    After 5               $135          n/a                           n/a        
                                    years                                                                        
 
                                    After 10              $239          n/a                           n/a        
                                    years                                                                        
 
   GLOBAL RESOURCES                 After 1 year          $68           n/a                           n/a        
 
                                    After 3               $109          n/a                           n/a        
                                    years                                                                        
 
                                    After 5               $154          n/a                           n/a        
                                    years                                                                        
 
                                    After 10              $276          n/a                           n/a        
                                    years                                                                        
 
GROWTH OPPORTUNITIES             After 1 year          $   63        n/a                           n/a           
 
                                 After 3               $   96        n/a                           n/a           
                                 years                                                                           
 
                                 After 5               $   131       n/a                           n/a           
                                 years                                                                           
 
                                 After 10              $   231       n/a                           n/a           
                                 years                                                                           
 
   STRATEGIC OPPORTUNITIES          After 1 year          $65           $61[A]                        $21        
 
                                    After 3               $101          $95[A]                        $65        
                                    years                                                                        
 
                                    After 5               $140          $122[A]                       $112       
                                    years                                                                        
 
                                    After 10              $248          $224                          $224       
                                    years[B]                                                                     
 
EQUITY INCOME                    After 1 year          $   64           $61[A]                     $   21        
 
                                 After 3               $   99               $   94       [A]       $   64        
                                 years                                                                           
 
                                 After 5               $   135          $120[A]                    $   110       
                                 years                                                                           
 
                                 After 10              $   239       $   221                       $   221       
                                 years[B]                                                                        
 
INCOME & GROWTH                  After 1 year          $   63        n/a                           n/a           
 
                                 After 3               $   95        n/a                           n/a           
                                 years                                                                           
 
                                 After 5               $   129       n/a                           n/a           
                                 years                                                                           
 
                                 After 10              $   226       n/a                           n/a           
                                 years                                                                           
 
</TABLE>
 
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
   TAXABLE     INCOME
 
<TABLE>
<CAPTION>
<S>                       <C>            <C>           <C>              <C>           
                                         Examples                                     
 
                                         Class A       Class B          Class B       
                                         (1)           (1)              (2)           
 
EMERGING MARKETS INCOME   After 1 year   $   62           $63[A]        $2   3        
 
                          After 3        $   93           $100[A]       $   70        
                          years                                                       
 
                          After 5        $   125          $130[A]       $1   20       
                          years                                                       
 
                          After 10       $   218       $   222          $   222       
                          years[B]                                                    
 
HIGH YIELD                After 1 year   $   59           $60[A]        $   20        
 
                          After 3        $   84           $91[A]        $   61        
                          years                                                       
 
                          After 5        $   110          $115[A]       $   105       
                          years                                                       
 
                          After 10       $   186       $   190          $   190       
                          years[B]                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                <C>           <C>              <C>           
STRATEGIC INCOME        After 1 year       $   61           $61[A]        $   21        
 
                        After 3            $   88           $96[A]        $   66        
                        years                                                           
 
                           After 5            $118          $123[A]          $113       
                           years                                                        
 
                           After 10           $202          $206             $206       
                           years[B]                                                     
 
GOVERNMENT INVESTMENT   After 1 year       $   55           $55[A]        $   15        
 
                        After 3            $   70           $77[A]        $   47        
                        years                                                           
 
                        After 5            $   87           $91[A]        $   81        
                        years                                                           
 
                        After 10           $   135       $   139          $   139       
                        years[B]                                                        
 
LIMITED TERM BOND       After 1 year       $   58           $58[A]        $18           
 
                        After 3            $   80           $87[A]        $5   7        
                        years                                                           
 
                        After 5            $   104          $109[A]       $9   9        
                        years                                                           
 
                        After 10           $   172          $176          $17   6       
                        years[B]                                                        
 
SHORT FIXED-INCOME      After 1 year       $   25        n/a              n/a           
 
                        After 3            $   45        n/a              n/a           
                        years                                                           
 
                        After 5            $   68        n/a              n/a           
                        years                                                           
 
                        After 10           $   132       n/a              n/a           
                        years                                                           
 
</TABLE>
 
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
TAX-EXEMPT/MUNICIPAL
            Examples                         
 
            Class A    Class B    Class B    
            (1)        (1)        (2)        
 
 
<TABLE>
<CAPTION>
<S>                             <C>            <C>           <C>              <C>           
HIGH INCOME MUNICIPAL           After 1 year   $   56           $57[A]        $   17        
 
                                After 3        $   75           $82[A]        $   52        
                                years                                                       
 
                                After 5        $   94           $99[A]        $   89        
                                years                                                       
 
                                After 10       $   152       $   156          $   156       
                                years[B]                                                    
 
LIMITED TERM TAX-EXEMPT         After 1 year   $   56           $57[A]        $   17        
 
                                After 3        $   75           $82[A]        $   52        
                                years                                                       
 
                                After 5        $   95           $100[A]       $   90        
                                years                                                       
 
                                After 10       $   153       $   157          $   157       
                                years[B]                                                    
 
SHORT-INTERMEDIATE TAX-EXEMPT   After 1 year   $   23        n/a              n/a           
 
                                After 3        $   39        n/a              n/a           
                                years                                                       
 
                                After 5        $   56        n/a              n/a           
                                years                                                       
 
                                After 10       $   107       n/a              n/a           
                                years                                                       
 
</TABLE>
 
[A] REFLECTS DEDUCTION OF APPLICABLE CDSC.
[B] REFLECTS CONVERSION TO CLASS A SHARES AFTER SIX YEARS.
 
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to    reimburse Class A and Class B of    
Emerging Markets Income, Strategic Income, Government Investment, Limited
Term Bond, Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt    to
the extent that     total operating expenses    (as a percentage of average
net assets)     of each of their respective average net assets    exceeds
the following: for Emerging Markets Income 1.50% for Class A and 2.25% for
Class B; for Strategic Income 1.35% for Class A and 2.10% for Class B; for
Government Investment 0.74% for Class A and 1.49% for Class B; for Limited
Term Bond 1.07% for Class A and 1.82% for Class B; for Limited Term
Tax-Exempt 0.90% for Class A and 1.65% for Class B; and for
Short-Intermediate Tax-Exempt 0.75% for Class A. If these agreements were
not in effect, other expenses and total operating expenses would have
been:    
      Other Expenses            Total Expenses             
 
      Class            Class    Class A          Class B   
      A                B                                   
 
 
<TABLE>
<CAPTION>
<S>                              <C>             <C>                     <C>                     <C>                              
Emerging                             1.20    %       0.90%                   2.15    %               2.60    %   [C]              
Markets                                                                                                                           
       Income    [D]                                                                                                              
 
Strategic                            1.64    %       0.89    %               2.50    %   [           2.50    %   [C]              
Income    [D]                                                               C]                                                    
 
Government                           0.76    %       0.95    %               1.47    %               2.62    %   [C],[            
       Investment                                                                                   D]                            
 
Limited Term                         0.43    %       1.12    %               1.09    %               2.41%[D]                     
Bond                                                                                                                              
 
Limited Term                         0.38    %       0.95    %               1.04    %               2.36    %   [D]              
       Tax-Exempt                                                                                                                 
 
Short-Intermediat                    0.98    %                 n/a           1.54%                             n/a                
   e     Tax-Exempt    [D]                                                                                                        
 
</TABLE>
 
Interest, taxes, brokerage commissions, or extraordinary expenses are not
included in these expense limitations.
   [C] REFLECTS LIMITATIONS THAT WOULD HAVE BEEN IN EFFECT UNDER A STATE
EXPENSE LIMITATION.    
   [D] ANNUALIZED    
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow and each fund's financial
statements are included in each fund's Annual Report. The annual
information has been audited by each fund's independent accountants. Their
reports on the financial statements and financial highlights are included
in each Annual Report. The financial statements, the financial highlights,
and the reports are incorporated by reference into the funds' SAI, which
may be obtained free of charge from FDC.
OVERSEAS
 
<TABLE>
<CAPTION>
<S>                           <C>               <C>             <C>        <C>             <C>            
1.Selected Per-Share Data     2.                3.              4.Class    5.                             
and Ratios                                                      A                                         
 
6.Years ended October 31      1990              1991            1992       1993            1994           
 
7.Net asset value,            $ 10.00           $ 9.55          $ 9.78     $ 9.07          $ 12.93        
beginning of period                                                                                       
 
8.Income from Investment                                                                                  
Operations                                                                                                
 
9. Net investment income       .05               .14             .05        .03             .0   1        
 
10. Net realized and           (.50)             .17             (.62)      3.93            1.1   4       
unrealized gain (loss) on                                                                                 
investments                                                                                               
 
11. Total from investment      (.45)             .31             (.57)      3.96            1.15          
operations                                                                                                
 
12.Less Distributions                                                                                     
 
13. From net investment        --                (.07)           (.14)      (.07)           --            
income                                                                                                    
 
14. From net realized gain     --                (.01)           --         (.03)           (.02)         
 
15. Total distributions        --                (.08)           (.14)      (.10)           (.02)         
 
16.Net asset value, end of    $ 9.55            $ 9.78          $ 9.07     $ 12.93         $ 14.06        
period                                                                                                    
 
17.Total return                (4.50)%           3.25%           (5.88)%    44.13%          8.91%         
                                                                                                          
 
18.Net assets, end of         $ 18,161          $ 19,091        $ 18,652   $ 221,37        $ 653,77       
period (000 omitted)                                                       0               4              
 
19.Ratio of expenses to        3.07%             2.85%           2.64%      2.38%           2.12%         
average net assets               ,                                                                        
 
20.Ratio of net investment     1.45%             1.48%           .48%       (.18)%          .05%          
income to average net                                                                                     
assets                                                                                                    
 
21.Portfolio turnover rate     137%              226%            168%       42%             34%           
 
</TABLE>
 
   A 1.ANNUALIZED.    
   B 2.APRIL 23, 1990 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1990.    
   C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.    
   D THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIOD SHOWN.    
   E INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN
CURRENCY RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.    
   F EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE LIMITATION.    
EQUITY PORTFOLIO GROWTH
 
 
 
<TABLE>
<CAPTION>
<S>             <C>      <C>      <C>        <C>    <C>      <C>      <C>      <C>     <C>     <C>      <C>     <C>      <C>       
3.Selected                     Institutional                                                            Class A 
Per-Share Data                 Class                                                                                           
and Ratios                                                                    
 
4.Years ended   1985     1986     1987     1988     1989     1990     1991     1992    1993    1994     1992    1993      1994     
November 30                                                                  
 
5.Net asset     $ 8.03   $ 11.09  $ 13.18  $ 9.92   $ 12.02  $ 17.32  $ 15.55  $ 24.28 $ 26.37 $ 29.74  $ 23.78 $ 26.33   $ 29.50  
value, 
beginning                                                            
of period                                                                   
 
6.Income from                                                                
Investment                                                                   
Operations                                                                   
 
7. Net          .01      .03         .00   .28      .06      .01      .04      .17     .19     .30      .01     (.07)     .08   
investment                                                                    
income                                                                       
 
8. Net realized 3.05     2.41     (2.03)   2.59     5.50     .34      8.69     4.55    3.78    .42      2.54     3.82     .39   
and unrealized                                                               
gain                                                                         
 (loss) on                                                                   
investments                                                                  
 
9. Total from   3.06     2.44     (2.03)   2.87     5.56     .35      8.73     4.72    3.97    .72      2.55     3.75     .47  
investment                                                                   
operations                                                                  
 
10.Less                                                                      
Distributions                                                                
 
11. From net    --       (.02)    (.01)    (.01)    (.26)    (.08)    --       (.03)   (.10)   (.11)    --       (.08)    --      
investment                                                                  
income                                                                       
 
12. From net    --       (.33)    (1.22)   (.76)    --       (2.04)   --       (2.60)  (.50)   (1.45)   --       (.50)    (1.45)  
realized gain                                                                 
 
13. Total       --       (.35)    (1.23)   (.77)    (.26)    (2.12)   --       (2.63)  (.60)   (1.56)   --       (.58)    (1.45)   
distributions                                                               
 
14.Net asset    $ 11.09  $ 13.18  $ 9.92   $ 12.02  $ 17.32  $ 15.55  $ 24.28  $ 26.37 $ 29.74 $ 28.90  $ 26.33  $ 29.50  $ 28.52 
value, end of                                                                
period                                                                       
 
15.Total 
return   ,      38.11%   22.55%   (17.12)  29.77%   47.18%   2.75%    56.14%   21.14%  15.36%  2.46%    10.72%   14.52%   1.58% 
                                  %                        
 
16.Net assets,  $ 23,44  $ 63,60  $ 43,53  $ 20,18  $ 24,52  $ 27,47  $ 68,76  $ 179,3 $ 296,4 $ 410,45 $ 22,65  $ 377,8  $ 874,17
end of period 
(000            7        7        7        2        3        3        6        25      66      0        5        94       2      
omitted)                                                                      
 
17.Ratio of     1.50%    1.07%    1.11%    1.47%    1.60%    1.74%    1.13%    .98%    .94%    .84%     1.47%    1.84%    1.70%    
expenses to                                                                  
average net                                                                  
assets                                                                       
 
18.Ratio of     1.50%    1.07%    1.11%    1.47%    1.60%    1.74%    1.13%    .98%    .95%    .86%     1.47%    1.85%   1.71%    
expenses to                                                                 
average net                                                                  
assets before                                                                
expense                                                                     
reductions                                                                  
 
19.Ratio of net .43%     .29%        --    1.20%    .38%     .07%     .25%     .73%    .66%    1.00%    .25%     (.24)%  .15%     
investment                                                                   
income                                                                     
to average net                                                               
assets                                                                       
 
20.Portfolio    108%     115%     226%     331%     269%     262%     254%     240%    160%    137%     240%     160%    137%     
turnover  
 
</TABLE>
 
   GLOBAL RESOURCES    
 
 
 
<TABLE>
<CAPTION>
<S>                 <C>          <C>          <C>          <C>               <C>               <C>               <C>               
   21.Selected         22.          23.          24.          25.Clas           26.               27.                              
   Per-Share Data                                            s A                                                                  
   and Ratios         
 
   28.Years 
ended                  1988         1989         1990          1991              1992              1993              1994           
   October 31                                            
 
   29.Net asset        $ 10.00   $ 11.47      $ 12.60       $ 12.30           $ 14.11           $ 13.88           $ 17.59        
   value, beginning     
   of period        
 
   30.Income 
from                                                                                                                               
   Investment                                        
   Operations                
 
   31. Net             (.05)     .10         (.10)             (.15)             (.10)             .22               (.11)         
   investment                                    
   income              
 
   32. Net 
realized              1.52           1.96         .93           2.45              .79               4.91              .76           
   and unrealized                                        
   gain (loss) on             
   investments        
 
   33. Total 
from                  1.47           2.06         .83           2.30              .69               5.13              .65           
   investment                                            
   operations       
 
   34.Less                                                                                                                          
   Distributions                                     
 
   35. From 
net                   --            --            (.08)         --                --                --                --            
   investment                                               
   income                
 
   36. From 
net                   --            (.93)         (1.05)         (.49)            (.92)             (1.42)            (.68)         
   realized gain                                                          
 
   37. Total          --            (.93)         (1.13)         (.49)            (.92)             (1.42)            (.68)         
   distributions                                                          
 
   38.Net 
asset                $ 11.47       $ 12.60       $ 12.30        $ 14.11          $ 13.88           $ 17.59           $ 17.56        
   value, end of                                                           
   period           
 
   39.Total 
return,               14.70%        19.63%        6.37%          19.50%           5.97%             41.05%            3.97%         
 
   40.Net 
assets,              $ 916         $ 2,049       $ 4,615        $ 5,940          $ 7,087           $ 40,309          $ 199,36       
   end of period (000                                                                                                1              
   omitted)                   
 
   41.Ratio of        2.85%         3.23%         3.34%          3.35%            3.27%             2.62%             2.07%         
   expenses to                                                            
   average net       
   assets           
 
   42.Ratio of       2.85%          3.23%         3.34%          3.35%            3.94%             2.63%             2.10%         
   expenses to                                                            
   average net       
   assets before      
   expense          
   reductions        
 
   43.Ratio of 
net                   (.64)%        .83%          (1.13)%        (1.28)%          (1.22)%           (1.18)%           (.67)%        
   investment                                                               
   income to                 
   average net             
   assets                
 
   44.Portfolio        220%         249%          229%           256%            248%              208%              125%          
   turnover rate                                                         
 
</TABLE>
 
   A ANNUALIZED    
   B DECEMBER 29, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1988.    
   C COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.    
   D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING.    
   E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.    
   F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.    
   G 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.    
   H FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.    
   I EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.    
   J NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.17 PER SHARE.    
   K AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.    
   GROWTH OPPORTUNITIES    
 
 
 
<TABLE>
<CAPTION>
<S>                 <C>       <C>         <C>            <C>               <C>               <C>                <C>                
   45.Selected                                             Class A                                                                
   Per-Share Data      
   and Ratios          
 
   46.Years 
ended                 1988    1989          1990           1991              1992              1993               1994            
   October 31                                       
 
   47.Net 
asset                 $ 10.00 $ 14.27    $ 16.53           $ 12.99           $ 20.58           $ 21.14            $ 25.39         
   value, beginning                      
   of period           
 
   48.Income 
from                                                                                                                              
   Investment                                                 
   Operations                    
 
   49. Net            .05        .02        .18            .06               .14               .08                .22            
   investment                                              
   income                 
 
   50. Net 
realized               4.22    3.03       (2.50)            7.70              2.04              5.56               1.92           
   and unrealized                        
   gain (loss) on      
   investments         
 
   51. Total 
from                   4.27    3.05      (2.32)            7.76              2.18              5.64               2.14           
   investment                            
   operations         
 
   52.Less                                                                                                                       
   Distributions                                
 
   53. From 
net                  --           (.03)  (.05)             (.17)             (.09)             (.13)              (.07)          
   investment                            
   income              
 
   54. From 
net                  --           (.76)  (1.17)            --                (1.53)            (1.26)             (.84)          
   realized gain                         
 
   55. Total         --           (.79)  (1.22)            (.17)             (1.62)            (1.39)             (.91)          
   distributions                         
 
   56.Net 
asset               $ 14.27   $ 16.53       $ 12.99       $ 20.58           $ 21.14           $ 25.39            $ 26.62         
   value, end of                                       
   period              
 
   57.Total 
return,             42.70%    22.69%       (15.05)           60.25%            12.09%            28.11%             8.71%          
                                              %                                                                                 
 
   58.Net 
assets,           $ 8,097     $ 34,351     $ 51,122          $ 213,09          $ 580,59          $ 2,054,9          $ 4,598,6       
   end of period (000                                        5                 5                 88                 68              
   omitted)                        
 
   59.Ratio 
of                2.52%,      2.45%        2.00%             1.73%             1.60%             1.64%              1.62%          
   expenses to                            
   average net         
   assets              
 
   60.Ratio 
of               2.52%,       2.45%        2.00%             1.73%             1.60%             1.65%              1.63%          
   expenses to                            
   average net         
   assets before       
   expense            
   reductions         
 
   61.Ratio of 
net             .82%        .31%           1.49%         .47%              .80%              .43%               1.12%          
   investment                                           
   income to           
   average net         
   assets              
 
   62.
Portfolio        143%           163%           136%          142%              94%               69%                43%            
   turnover rate                                       
 
</TABLE>
 
   STRATEGIC OPPORTUNITIES - INITIAL CLASS    
 
 
 
<TABLE>
<CAPTION>
<S>                     
<C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>     <C>           <C>       
   63.Selected            
 Per-Share Data                                                                
 and Ratios                                                                   
 
64.Years ended          
1985        1986        1987        1988        1989        1990        1991        1992        1993        1994         1994       
 September 30                                                                  
 
65.Net asset            
$ 11.05     $ 12.70     $ 16.71     $ 19.13     $ 15.65     $ 19.77     $ 17.37     $ 21.55     $ 19.72     $ 22.72      $ 20.23    
 value, beginning                                                              
 of period                                                                     
 
66.Income from          
 Investment                                                                    
 Operations                                                                    
 
67. Net                  
.35         .36         .53         .48         .64         .80         .77         .73         .45         .54          .13       
 investment                                                                   
 income                                                                        
 
68. Net realized         
1.56        5.05        2.95        (1.80)      4.08        (2.49)      4.26        .58         4.46        (.81)        (.74)     
 and unrealized                                                                
 gain (loss) on                                                                
 investments                                                                   
 
69. Total from           
1.91        5.41        3.48        (1.32)      4.72        (1.69)      5.03        1.31        4.91        (.27)        (.61)     
 investment                                                                    
 operations                                                                    
 
70.Less                
 Distributions                                                                 
 
71. From net             
(.06)       (.24)       (.09)       (.25)       (.60)       (.71)       (.85)       (.72)       (.70)       (.51)        (.50)     
 investment                                                                    
 income                                                                        
 
72. From net             
(.20)       (1.16)      (.97)       (1.91)      -           -           -           (2.42)      (1.21)      (1.71)       (.26)     
 realized gain                                                                 
 
73. Total                
(.26)       (1.40)      (1.06)      (2.16)      (.60)       (.71)       (.85)       (3.14)      (1.91)      (2.22)       (.76)     
 distributions                                                                 
 
74.Net asset            
$ 12.70     $ 16.71     $ 19.13     $ 15.65     $ 19.77     $ 17.37     $ 21.55     $ 19.72     $ 22.72     $ 20.23      $ 18.86    
 value, end of                                                                 
 period                                                                       
 
75.Total return,         
17.64%      46.10       21.87       (4.63)      31.19       (8.96)      30.01       7.89%       26.98       (1.51)%      (3.02)    
           %           %           %           %           %           %                        %                        %          
 
76.Net assets,          
$ 13,60     $ 31,99     $ 27,80     $ 19,22     $ 19,78     $ 15,98     $ 19,19     $ 17,93     $ 20,70     $ 18,850     $ 17,58    
 end of period (000      
2           1           9           1           0           8           3           3           7                        3          
 omitted)                                                                                        
 
77.Ratio of              
1.50%       1.50%       1.30%       1.49%       .64%        1.03%       1.00%       .87%        .89%        1.14%        1.11%     
 expenses to                                                                                                           ,E         
 average net                                                                    
 assets                                                                        
 
78.Ratio of              
1.50%       1.50%       1.30%       1.49%       1.04%       1.03%       1.00%       .87%        1.05%       1.15%        1.14%     
 expenses to                                    ,          
 average net                                                                  
 assets before                                                                  
 expense                                                                       
 reductions                                                                    
 
79.Ratio of net          
2.87%       2.40%       2.88%       3.31%       4.08%       4.21%       4.12%       3.78%       2.74%       2.60%        2.65%     
 investment                                                              
 income to                                                                     
 average net                                                                   
 assets                                                                        
 
80.Portfolio             
214%        225%        255%        160%        89%         114%        223%        211%        183%        159%         228%      
 turnover                                                                      
 
</TABLE>
 
A ANNUALIZED. 
 B NOVEMBER 18, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1988. 
 C FOR THE THREE MONTHS ENDED DECEMBER 31, 1994. 
 D NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.09 PER SHARE. 
 E FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A PORTION
OF THE FUND'S EXPENSES. 
 F TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. 
 G THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN. 
 H AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING. 
 I EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. 
 J NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD. 
 K EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION. IN
ADDITION, DURING THE PERIOD JULY 1, 1986 THROUGH OCTOBER 31, 1987 FMR
WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%. 
 L INCLUDES REIMBURSEMENT OF $.08 PER SHARE FROM FIDELITY SERVICE COMPANY
FOR ADJUSTMENTS TO PRIOR PERIODS FEES. 
 M INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS TO
PRIOR PERIODS' FEES. 
 STRATEGIC OPPORTUNITIES 
 
 
 
<TABLE>
<CAPTION>
<S>                          
<C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>           <C>         <C>         <C>         
 81.Selected                                                                                 Class A     Class B               
 Per-Share Data                                                                                   
 and ratios                                                                                       
 
82.Years ended          
1986      1987      1988      1989      1990      1991      1992      1993        1994         1994         1994        1994        
 September 30                                                                                      
 
83.Net asset            
$ 17.81   $ 16.71   $ 19.06   $ 15.53   $ 19.55   $ 17.21   $ 21.38   $ 19.53     $ 22.52      $ 19.96      $ 19.65     $ 19.98     
 value, beginning                                                                                 
 of period                                                                                        
 
84.Income from                                                     
 Investment                                                                                       
 Operations                                                                                       
 
85. Net                  
.08       .46       .42       .50       .70       .66       .61       .33         .39          .10          .05         .06        
 investment                                                                                       
 income                                                                                           
 
86. Net realized         
(1.18)    2.95      (1.80)    4.08      (2.49)    4.26      .58       4.44        (.81)        (.75)        .28         (.74)      
 and unrealized                                                                                   
 gain (loss) on                                                                                   
 investments                                                                                      
 
87. Total from           
(1.10)    3.41      (1.38)    4.58      (1.79)    4.92      1.19      4.77        (.42)        (.65)        .33         (.68)      
 investment                                                                                       
 operations                                                                                       
 
88.Less                                                          
 Distributions                                                                                    
 
89. From net             
- --        (.09)     (.24)     (.56)     (.55)     (.75)     (.62)     (.57)       (.43)        (.35)        --          (.47)      
 investment                                                                                        
 income                                                                                           
 
90. From net             
- --        (.97)     (1.91)    --        --        --        (2.42)    (1.21)      (1.71)       (.26)        --          (.26)      
 realized gain                                                                                    
 
91. Total                
- --        (1.06)    (2.15)    (.56)     (.55)     (.75)     (3.04)    (1.78)      (2.14)       (.61)        --          (.73)      
 distributions                                                                                    
 
92.Net asset            
$ 16.71   $ 19.06   $ 15.53   $ 19.55   $ 17.21   $ 21.38   $ 19.53   $ 22.52     $ 19.96      $ 18.70      $ 19.98     $ 18.57     
 value, end of                                                                                    
 period                                                                                           
 
93.Total return,         
(6.23)    21.28%    (4.98)    30.45%    (9.49)    29.51%    7.26%     26.33%      (2.24)%      (3.26)%      1.68%       (3.41)%    
%                   %                   %                                                                   
 
94.Net assets,          
$ 22,14   $ 283,1   $ 191,4   $ 198,1   $ 172,0   $ 199,6   $ 194,7   $ 269,8     $ 385,34     $ 375,69     $ 8,824     $ 17,090    
 end of period (000      
1         17        54        74        86        04        10        83          9            1                                
 omitted)                                                                                          
 
95.Ratio of              
1.50%     1.67%     1.71%     1.51%     1.59%     1.56%     1.46%     1.57%       1.84%        1.73%        2.63%       2.53%      
 expenses to 
 average net 
 assets                                                                                            
 
96.Ratio of              
1.50%     1.67%     1.71%     1.51%     1.59%     1.56%     1.46%     1.73%       1.85%        1.84%        2.84%       2.58%      
 expenses to 
average net assets 
 before expense 
 reductions 
 
97.Ratio of net          
2.77%     2.36%     3.10%     3.23%     3.70%     3.61%     3.22%     2.06%       1.89%        2.03%        1.11%       1.22%      
 investment                                                                                       
 income to                                                                                        
 average net                                                                                      
 assets                                                                                           
 
98.Portfolio             
- --        225%      160%        89%         114%        223%        211%        183%        159%         228%         159%       
228%       
 turnover                                                                                         
 
</TABLE>
 
EQUITY INCOME
 
 
 
<TABLE>
<CAPTION>
<S>                    
<C>      <C>      <C>       <C>     <C>       <C>     <C>      <C>       <C>     <C>     <C>       <C>      <C>     <C>             
99.Selected                                Institutional                                  Class A                   Class B         
Per-Share Data                                 Class                 
and Ratios                                                                                                                
 
 Years      ended    
1985     1986     1987     1988     1989     1990     1991     1992     1993     1994     1992     1993     1994    1994            
November 30                                                                                                               
 
100.Net asset          
$ 10.24  $ 11.95  $ 13.54  $ 10.93  $ 11.10  $ 12.27  $ 9.52  $ 11.08   $ 12.88  $ 14.93  $ 12.37  $ 12.86  $ 14.86 $ 15.21         
value, beginning                                                                                                          
of period                                                                                                                  
 
101.Income from                                                                                                           
Investment                                                                                                                
Operations                                                                                                                
 
102. Net                
.79      .78      .76       .75      .75      .69      .63     .49       .39       .41      .13       .33      .28
    
     .08          
investment                                                                                                                
income                                                                                                                    
 
103. Net realized       
1.69     1.92     (1.53)    1.81    1.17      (2.42)   1.52     1.79     2.02     1.05      .47        1.97     1.03    .72        
and unrealized                                                                                                            
 gain (loss) on                                                                                                            
investments                                                                                                               
 
104. Total from         
2.48     2.70     (.77)     2.56   1.92       (1.73)   2.15     2.28    2.41      1.46      .60        2.30     1.31     .80       
investment                                                                                                                  
operations                                                                                                                
 
105.Less                                                                                                                  
Distributions  
 
106. From net           
(.77)   (.77)    (.70)     (.74)   (.75)      (.72)    (.59)    (.48)  (.36)      (.32)     (.11)      (.30)    (.21)    (.07)     
investment                                                                                                                    
income                                                                                                                    
 
107. From net           
- --       (.34)   (1.14)   (1.65)    --         (.30)    --       --      --         --       --         --        --        --    
realized gain                                                                                                                     
 
108. Total              
(.77)    (1.11)  (1.84)    (2.39)  (.75)      (1.02)   (.59)    (.48)   (.36)      (.32)        (.11)   (.30)    (.21)    (.07)     
distributions                                                                                                                       
                                                                                                                          
 
109.Net asset          
$ 11.95  $ 13.54  $ 10.93  $ 11.10  $ 12.27   $ 9.52   $ 11.08  $ 12.88 $ 14.93    $ 16.07   $ 12.86    $ 14.86  $ 15.96  $ 15.94 
value, end of                                                                                                                     
period                                                                                                                    
 
110.Total               
24.86    23.48    (7.28)    26.99   17.58    (14.90)    22.97     20.91   18.90     9.82%     4.88%      18.03     8.84%   5.25%   
return   ,             
%        %        %         %       %        %          %         %       %                              %                      
 
111.Net assets,        
$ 349,2  $ 544,2  $ 443,6   $ 436,7 $ 463,6  $ 253,0   $ 168,5    $ 139,3 $ 191,1   $ 197,5  $ 1,462     $ 42,32   $ 179,5 $ 35,37
end of period (000     
62       69       03        53      96       49        90         91      38        33                   6         01       3     
omitted)                                                                                                                     
 
112.Ratio of            
   .63  % .61%     .54%    .55%    .55%      .61%       .67%      .71%    .79%     .71%       1.55%       1.77%    1.64%   2.18%    
expenses to 
average net
assets     
 
113.Ratio of            
   .63%  .61%     .61%      .65%   .65%      .71%       .77%      .79%    .80%      .73%       1.55%      1.77%    1.67%   2.24%    
expenses to 
average net  
assets before 
expense     
reductions  
 
114.Ratio of net        
   7.36%  6.06%    5.58%     6.86%   6.09%    6.11%      5.66%     3.77%   3.00%     2.62%      3.39%      2.02%     1.69% 1.15%    
investment      
income                                                                                                                           
to average net 
assets  
 
115.Portfolio           
110%     107%      137%      78%     93%       103%       91%       51%      120%     140%       51%       120%      140%   140% 
turnover                                                                                                                        
 
</TABLE>
 
   A ANNUALIZED.    
   B AUGUST 20, 1986 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30,
1986.    
   C COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.    
   D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.    
   E FOR THE THREE MONTHS ENDED DECEMBER 31, 1994.    
   F FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.    
   G TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.    
   H THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD FMR NOT REIMBURSED CERTAIN
EXPENSES DURING THE PERIODS SHOWN.    
   I AS OF OCTOBER 1, 1991, THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.    
   J 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.    
   K EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
IN ADDITION, DURING THE PERIOD JULY 1, 1986 THROUGH OCTOBER 31, 1987 FMR
WAIVED .05% OF THE ANNUAL INDIVIDUAL FUND FEE OF .35%.    
   L INCLUDES REIMBURSEMENT OF $.03 PER SHARE FROM FMR FOR ADJUSTMENTS TO
PRIOR PERIODS' FEES    
   M 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.    
   N EFFECTIVE APRIL 1, 1987 TO SEPTEMBER 10, 1992, FMR REIMBURSED .10% OF
THE ANNUAL MANAGEMENT FEE OF .50%.    
   O INCLUDES $.04 PER SHARE FROM FOREIGN TAXES RECOVERED.    
   P NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.    
   Q INCLUDES THE EFFECT OF ANNUALIZING A VOLUNTARY REIMBURSEMENT OF FEES
BY FMR.    
INCOME & GROWTH
 
 
 
<TABLE>
<CAPTION>
<S>                         
<C>             <C>             <C>             <C>             <C>             <C>          <C>          <C>             
116.Selected                
                                                Class A                                                                   
Per-Share Data    
and Ratios       
 
117.Years ended             
1987            1988            1989            1990            1991            1992         1993         1994            
October 31       
 
118.Net asset              
 $ 10.00         $ 9.44          $ 11.07         $ 12.77         $ 10.41         $ 14.13      $ 14.41      $ 15.91         
value, beginning 
of period       
 
119.Income from  
Investment       
Operations       
 
120. Net                     
.27             .62             1.01            .56             .51             .50          .48          .38            
investment       
income           
 
121. Net realized            
(.63)           1.56            1.27            (1.34)          3.74            .85          2.18         (.79)          
and unrealized   
gain (loss) on   
investments      
 
122. Total from              
(.36)           2.18            2.28            (.78)           4.25            1.35         2.66         (.41)          
investment       
operations       
 
123.Less         
Distributions    
 
124. From net                
(.20)           (.55)           (.58)           (1.06)          (.53)           (.46)        (.56)        (.   28    )   
investment       
income           
 
   125. In excess of        
    --              --              --              --              --              --           --           (.02)       
   net investment       
   income               
 
126. From net                
- --              --              --              (.52)           --              (.61)        (.60)        (.49)          
realized gain     
 
   127. Return of           
    --              --              --              --              --              --           --           (.04)       
   Capital            
 
128. Total                   
(.20)           (.55)           (.58)           (1.58)          (.53)           (1.07)       (1.16)       (.83)          
distributions    
 
129.Net asset               
$ 9.44          $ 11.07         $ 12.77         $ 10.41         $ 14.13         $ 14.41      $ 15.91      $ 14.67         
value, end of    
period           
 
130.Total                    
(3.90)%         23.66%          21.15%          (7.15)%         41.73%          10.27%       19.66%       (2.69)%        
return   ,       
 
131.Net assets,             
$ 34,376        $ 36,224        $ 46,139        $ 60,934        $ 135,53        $ 397,67     $ 1,654,1    $ 3,128,7       
end of period (000                                              3               2            24           76              
omitted)                
 
132.Ratio of                 
2.06%           2.06%           1.91%           1.85%           1.71%           1.60%        1.51%        1.58%          
expenses to     
average net     
assets          
 
133.Ratio of                 
   2.06%           2.06%           1.91%           1.85%           1.71%        1.60%        1.52%        1.59%          
expenses to      
average net      
assets before    
expense          
reductions       
 
134.Ratio of net             
3.95%           5.83%           8.80%           5.29%           4.19%           3.97%        3.24%        3.79%          
investment       
income to        
average net      
assets          
 
135.Portfolio                
206%            204%            151%            297%            220%            389%         200%            202    %    
turnover rate   
 
</TABLE>
 
   EMERGING MARKETS INCOME    
   136.Selected                 Class A           Class B       
   Per-Share Data                                               
 
   137.Year ended               1994              1994          
   December 31                                                  
 
   138.Net asset                $ 10.000          $ 9.700       
   value, beginning                                             
   of period                                                    
 
   139.Income from                                              
   Investment                                                   
   Operations                                                   
 
   140. Net                      .356              .167         
   investment                                                   
   income                                                       
 
   141. Net realized             (.073)            .227         
   and unrealized                                               
   gain (loss) on                                               
   investments                                                  
 
   142. Total from               .283              .394         
   investment                                                   
   operations                                                   
 
   143.Less                                                     
   Distributions                                                
 
   144. From net                 (.353)            (.220)       
   investment                                                   
   income                                                       
 
   145. In excess of             (.150)            (.094)       
   net investment                                               
   income                                                       
 
   146. From net                 (.010)            (.010)       
   realized gain                                                
 
   147. In excess of             (.250)            (.250)       
   net realized gain                                            
 
   148. Total                    (.763)            (.574)       
   distributions                                                
 
   149.Net asset                $ 9.520           $ 9.520       
   value, end of                                                
   period                                                       
 
   150.Total                     2.47%             3.67%        
   return,                                                      
 
   151.Net assets,              $ 30,029          $ 5,034       
   end of period (000                                           
   omitted)                                                     
 
   152.Ratio of                  1.50%             2.25%,       
   expenses to                                                  
   average net                                                  
   assets                                                       
 
   153.Ratio of                  2.15%             2.60%,       
   expenses to                                                  
   average net                                                  
   assets before                                                
   expense                                                      
   reductions                                                   
 
   154.Ratio of net              6.60%             5.86%        
   investment                                                   
   income to                                                    
   average net                                                  
   assets                                                       
 
   155.Portfolio                 354%              354%         
   turnover                                                     
 
   A ANNUALIZED.    
   B JANUARY 6, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.    
   C 3.MARCH 10, 1994 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,
1994.    
   D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.    
   E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.    
   F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.    
   G NET INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $ .26 PER SHARE.    
   H FMR HAS DIRECTED CERTAIN PORTFOLIO TRADES TO BROKERS WHO PAID A
PORTION OF THE FUND'S EXPENSES.     
   I 1.EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE LIMITATION.    
   HIGH YIELD    
 
 
 
<TABLE>
<CAPTION>
<S>             <C>        <C>          <C>          <C>          <C>         <C>           <C>           <C>          <C>          
   2.Selected                                                     Class A                                              Class B     
 Per-Share Data                                        
 and Ratios                                           
 
3.Years ended  1987         1988         1989         1990         1991         1992         1993         1994          1994        
 October 31                                                                                                                    
 
4.Net asset    $ 10.000     $ 9.090      $ 9.860      $ 8.970      $ 8.150      $ 10.120     $ 11.070     $ 12.010      $ 11.300    
 value, beginning                                                                                                             
 of period                                            
 
5.Income from  
 Investment                                           
 Operations                                           
 
6. Net         .878         1.165        1.237        1.144        1.115        1.146        .980         .848          .223       
 investment                                           
 income                                                
 
7. Net realized (.910)       .770         (.890)       (.820)       1.948        .975         1.153        (.537)        (.118)     
 and unrealized                                       
 gain (loss) on                                       
 investments                                          
 
8. Total from   (.032)       1.935        .347         .324         3.063        2.121        2.133        .311          .105       
 investment                                           
 operations                                           
 
9.Less         
 Distributions                                        
 
10. From net   (.878)       (1.165)      (1.237)      (1.144)      (1.093)      (1.171)      (.963)       (.851)        (.195)     
 investment                                            
 income                                               
 
11. From net    --           --           --           --           --           --           (.230)       (.250)        --         
 realized gain                                        
 
12. Total      (.878)       (1.165)      (1.237)      (1.144)      (1.093)      (1.171)      (1.193)      (1.101)       (.195)     
 distributions                                        
 
13.Net asset   $ 9.090      $ 9.860      $ 8.970      $ 8.150      $ 10.120     $ 11.070     $ 12.010     $ 11.220      $ 11.210    
 value, end of                                        
 period                                               
 
14.Total return,(.81)%       22.14%       3.34%        3.58%        39.67%       21.96%       20.47%       2.64%         .93%       
 
15.Net assets, $ 9,077      $ 11,900     $ 13,315     $ 15,134     $ 38,681     $ 136,31     $ 485,55     $ 679,623     $ 16,959    
 end of period (000                                                             6            9                                  
 omitted)                                             
 
16.Ratio of   1.24%        1.10%        1.10%        1.10%        1.10%        1.10%        1.11%        1.20%         2.20%      
 expenses to                                          
 average net                                          
 assets                                               
 
17.Ratio of   2.25%,       2.22%        2.17%        2.04%        1.76%        1.16%        1.11%        1.20%         2.20%      
 expenses to                                     
 average net                                          
 assets before                                       
 expense                                               
 reductions                                           
 
18.Ratio of net 10.74%       11.86%       12.98%       12.72%       12.20%       9.95%        8.09%        6.92%         5.92%      
 investment                                           
 income to                                             
 average net                                          
 assets                                               
 
19.Portfolio    166%         135%         131%         90%          103%         100%         79%          118%          118%       
 turnover                                                 
 
</TABLE>
 
   STRATEGIC INCOME     
   20.Selected            
    
   Class A            Class B         
   Per-Share Data                                                
   and Ratios                                                    
 
   21.Year ended                1994              1994           
   December 31                                                   
 
   22.Net asset                 $ 10.000          $ 10.000       
   value, beginning                                              
   of period                                                     
 
   23.Income from                                                
   Investment                                                    
   Operations                                                    
 
   24. Net                       .064              .072          
   investment                                                    
   income                                                        
 
   25. Net realized              (.046)            (.078)        
   and unrealized                                                
   gain (loss) on                                                
   investments                                                   
 
   26. Total from                .018              (.006)        
   investment                                                    
   operations                                                    
 
   27.Less                                                       
   Distributions                                                 
 
   28. From net                  (.098)            (.084)        
   investment                                                    
   income                                                        
 
   29.Net asset                 $ 9.920           $ 9.910        
   value, end of                                                 
   period                                                        
 
   30.Total return,              .17%              (.06)%        
 
   31.Net assets,               $ 10,687          $ 9,379        
   end of period (000                                            
   omitted)                                                      
 
   32.Ratio of                   1.35%             2.10%         
   expenses to                                                   
   average net                                                   
   assets                                                        
 
   33.Ratio of                   2.50%,            2.50%,        
   expenses to                                                   
   average net                                                   
   assets before                                                 
   expense                                                       
   reductions                                                    
 
   34.Ratio of net               5.80%             5.06%         
   investment                                                    
   income to                                                     
   average net                                                   
   assets                                                        
 
   35.Portfolio                  104%              104%          
   turnover                                                      
 
   A ANNUALIZED.    
   B JANUARY 5, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.    
   C OCTOBER 31, 1994 (COMMENCEMENT OF SALES OF CLASS A & CLASS B SHARES)
TO DECEMBER 31, 1994.    
   D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.    
   E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.    
   F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.    
   G EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE
LIMITATION.    
   H NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.    
   I THE AMOUNT SHOWN REFLECTS CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES.    
GOVERNMENT INVESTMENT
 
 
 
<TABLE>
<CAPTION>
<S>                         
<C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>              <C>              
36.Selected                  
                                      Class A                                                              Class B          
Per-Share Data      
and Ratios           
 
37.Years ended              
1987         1988         1989         1990         1991         1992         1993         1994             1994             
October 31          
 
38.Net asset                
$ 10.000     $ 9.200      $ 9.260      $ 9.310      $ 9.150      $ 9.590      $ 9.730      $ 10.140         $ 9.100          
value, beginning    
of period           
 
39.Income from      
Investment          
Operations          
 
40. Net                      
.614         .769         .773         .735         .700         .666         .567         .515             .144            
investment         
income              
 
41. Net realized             
(.800)       .060         .050         (.160)       .419         .125         .601         (1.031)          (.137)          
and unrealized      
gain (loss) on      
investments         
 
42. Total from               
(.186)       .829         .823         .575         1.119        .791         1.168        (.516)           .007            
investment          
operations          
 
43.Less             
Distributions       
 
44. From net                 
(.614)       (.769)       (.773)       (.735)       (.679)       (.651)       (.558)       (.504)           (.157)          
investment          
income             
 
45. From net                 
- --           --           --           --           --           --           (.200)       (.1   3    0)    --              
realized gain       
 
   46. In excess of         
    --           --           --           --           --           --           --           (.030)           --           
   net realized gain         
   on investments        
 
47. Total                    
(.614)       (.769)       (.773)       (.735)       (.679)       (.651)       (.758)       (.664)              (.157)       
distributions       
 
48.Net asset                
$ 9.200      $ 9.260      $ 9.310      $ 9.150      $ 9.590      $ 9.730      $ 10.140     $ 8.960          $ 8.950          
value, end of       
period              
 
49.Total return,             
(1.84)%      9.34%        9.37%        6.48%        12.65%       8.49%        12.53%       (5.27)%             0    .10%    
 
50.Net assets,              
$ 4,584      $ 6,590      $ 8,203      $ 9,822      $ 13,058     $ 23,281     $ 69,876     $ 114,453        $ 2,062          
end of period (000  
omitted)             
 
51.Ratio of                  
1.29%        1.10%        1.10%        1.10%        1.10%        1.10%        .68%         .74%             1.70%           
expenses to         
average net         
assets             
 
52.Ratio of                  
2.36%        2.25%        2.75%        2.74%        2.46%        1.79%        1.32%        1.47%            2.62%           
expenses to        
average net         
assets before       
expense            
reductions         
 
53.Ratio of net              
8.12%        8.30%        8.45%        8.04%        7.47%        6.98%        6.11%        6.18%            5.22%           
investment          
income to           
average net           
assets              
 
54.Portfolio                 
32%          44%          42%          31%          54%          315%         333%         313%             313%            
turnover            
 
</TABLE>
 
LIMITED TERM BOND
 
 
 
<TABLE>
<CAPTION>
<S>                       
<C>       <C>     <C>      <C>      <C>        <C>     <C>       <C>       <C>       <C>         <C>      <C>     <C>      <C>  
55.Selected                              Institutional                                           Class A                   Class B
Per-Share Data                             Class                
and Ratios                                                                                        
 
 Years ended              
1985     1986     1987      1988     1989      1990      1991      1992      1993      1994      1992     1993     1994     1994    
November 30                                                                                        
 
56.Net asset              
$ 9.960  $ 10.55  $ 11.24  $ 10.25  $ 10.18    $ 10.41   $ 10.14   $ 10.55   $ 10.64   $ 11.16   $ 10.96  $ 10.64  $ 11.14  $ 10.43
value, beginning          
         0        0        0        0          0         0         0         0         0         0        0        0        0    
of period                                                                                          
 
57.Income from                                                                                      
Investment                                                                                         
Operations                                                                                          
 
58. Net                    
1.053    1.026   .953    .944     .937        .901      .884      .840      .832      .6   02    .170     .785     .609    .204    
investment                                                                                        
income                                                                                             
 
59. Net realized           
.590    .710    (.770)   (.070)   .230       (.270)    .411      .102       .531      (.8   33)  (.320)    .511   (.876    )(.178)
and unrealized                                                                                       
gain                                                                                               
 (loss) on                                                                                          
investments                                                                                        
 
60. Total from             
1.643   1.736   .183     .874     1.167      .631      1.295     .942      1.363       (.231)     (.150)    1.296 (.267) .02   6    
investment                                                                                                        
operations                                                                                        
 
61.Less                                                                                            
Distributions                                                                                      
 
62. From net               
(1.053) 1.026  (.953)   (.944)   (.937)    (.901)    (.885)      (.852)    (.843)    (.   597)    (.170)    (.796) (.555) (.187    )
investment                                                                                         
income                                                                                             
 
   63. From Return        
    --   --    --        --       --        --        --         --         --       (.062)       --         --    (.058) (.019)    
   of Capital                                                                                      
 
64. From net               
- --      (.020)(.220)     --       --        --        --        --         --           --        --        --       --     --   
realized gain                                                                                                                 
 
65. Total                  
(1.053) (1.046)(1.173)  (.944)   (.937)   (.901)    (.885)    (.852)     (.843)       (.659)        (.170)  (.796)  (.613)(.206)    
distributions                                                                                      
 
66.Net asset             
$ 10.55 $ 11.24 $ 10.25  $ 10.18 $ 10.41  $ 10.14   $ 10.55   $ 10.64    $ 11.16     $ 10.27     $ 10.64    $ 11.14  $ 10.26 $ 10.25
value, end of             
0       0       0        0       0        0         0         0          0           0           0          0        0       0   
period                                                                                             
 
67.Total return,           
17.40  17.04   1.78%    8.81%    12.03    6.46%     13.35     9.21%      13.17      (2.10)       (1.37)     12.50   (2.44)   .24%
                   
%      %                         %                  %                    %          %            %          %        %          
 
68.Net assets,            
$ 253,9 $ 418,6 $ 407,2 $ 418,9  $ 426,8  $ 356,5   $ 327,7   $ 160,1    $ 183,7     $ 172,1     $ 2,583    $ 59,18 $ 141,8  $ 3,156
end of period (000        
13      32      28      29       32       64        56        56         90          22                     4       66         
omitted)                                                                                                              
 
69.Ratio of                
.65%   .53%   .53%    .54%      .54%     .58%     .57%      .57%       .64%         .61%         .82%        1.23%   1.02%   1.65%
expenses to                                                                                         
average net                                                                                        
assets                                                                                             
 
70.Ratio of                
.65%   .53%   .53%    .54%      .54%    .58%      .57%      .57%       .64%         .61%         .82%       1.23%     1.09%  2.41%
expenses to                                                                                        
average net                                                                                        
assets before                                                                                      
expense                                                                                            
reductions                                                                                         
 
71.Ratio of net            
10.29   9.22%  9.03%  9.16%     9.16%   8.90%     8.59%     7.96%     7.41%        6.45%          7.67%     6.81%     6.04%  5.42%
investment                
%                                                                                                                              
income to                                                                                          
average net                                                                                        
assets                                                                                             
 
72.Portfolio               
88%     59%    92%     48%      87%     59%       60%       7%        59%          68%              7%        59%       68%    68%
turnover                                                                                           
 
</TABLE>
 
A ANNUALIZED.
B JANUARY 7, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.
D COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
E TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
G 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.
H THE AMOUNT SHOWN REFLECTS CERTAIN RECLASSFICATIONS RELATED TO BOOK TO TAX
DIFFERENCES.
SHORT FIXED-INCOME
 
 
 
<TABLE>
<CAPTION>
<S>                        
<C>          <C>              <C>              <C>              <C>              <C>              <C>              <C>              
73.Selected                                                                   Class A   
Per-Share Data                
and Ratios                    
 
74.Years ended             
1987         1988             1989             1990             1991             1992             1993             1994             
October 31                    
 
75.Net asset               
$ 10.000     $ 10.060         $ 9.940          $ 9.950          $ 9.620          $ 9.870          $ 9.950          $ 10.090         
value, beginning              
of period                     
 
76.Income from              
.101         .852             .832             .868             .848             .830             .732             .559            
Investment                    
Operations                   
 Net investment               
income                        
 
77. Net realized            
.060         (.120)           .010             (.330)           .270             .071             .146             (.58   1    )   
and unrealized               
gain (loss) on                
investments                   
 
78. Total from              
.161         .732             .842             .538             1.118            .901             .878             (.022)          
investment                    
operations                    
 
79.Less                     
(.101)       (.852)           (.832)           (.868)           (.868)           (.821)           (.738)           (.464)          
Distributions                 
 From net                     
investment                    
income                        
 
   80. In excess of        
    --           --               --               --               --               --               --               (.044)       
   net investment             
   income                      
 
   81. Return of           
    --           --               --               --               --               --               --               (.080)       
   Capital                    
 
   82. Total               
    (.101)       (.852)           (.832)           (.868)           (.868)           (.821)           (.738)           (.588)       
   Distributions              
 
83.Net asset               
$ 10.060     $ 9.940          $ 9.950          $ 9.620          $ 9.870          $ 9.950          $ 10.090         $ 9.480          
value, end of                 
period                        
 
84.Total return,            
1.61%        7.56%            8.89%            5.59%            12.19%           9.44%            9.13%            (.22)%          
 
85.Net assets,             
$ 3,252      $ 13,433         $ 12,394         $ 13,062         $ 25,244         $ 170,55         $ 654,20         $ 787,92         
end of period (000                                                               8                2                6                
omitted)                      
 
86.Ratio of                 
.90%         .90%             .90%             .90%             .90%             .90%             .95%             .97%            
expenses to                   
average net                   
assets                        
 
87.Ratio of                 
2.15%,       1.84%            2.22%            1.90%            1.74%            1.03%            .95%             .97%            
expenses to                   
average net                   
assets before                 
expense                       
reductions                   
 
88.Ratio of net             
7.65%        8.39%            8.45%            8.86%            8.50%            7.59%            6.77%            5.91%           
investment                     
income to                     
average net                  
assets                        
 
89.Portfolio                
119%          178%             157%             144%             127%             57%              58%              108%            
turnover rate                 
 
</TABLE>
 
HIGH INCOME MUNICIPAL
 
<TABLE>
<CAPTION>
<S>                   <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>              <C>             
 
90.Selected                                            Class A                                                      Class B         
 
Per-Share Data                                                                                                                      
 
and Ratios                                                                                                                          
 
 
91.Years ended        1987       1988       1989       1990       1991       1992       1993       1994             1994            
 
October 31                                                                                                                          
 
 
92.Net asset          $ 10.000   $ 9.850    $ 10.460   $ 10.820   $ 10.870   $ 11.410   $ 11.650   $ 12.720         $ 11.610        
 
value, beginning                                                                                                                    
 
of period                                                                                                                           
 
 
93.Income from                                                                                                                      
 
Investment                                                                                                                          
 
Operations                                                                                                                          
 
 
94. Net                .092       .750       .800       .811       .803       .774       .710       .689             .188           
 
investment                                                                                                                          
 
income                                                                                                                              
 
 
95. Net realized       (.150)     .610       .410       .150       .660       .250       1.100      (1.430)          (.400)         
 
and unrealized                                                                                                                      
 
gain (loss) on                                                                                                                      
 
investments                                                                                                                         
 
 
96. Total from         (.058)     1.360      1.210      .961       1.463      1.024      1.810      (.741)           (.212)         
 
investment                                                                                                                          
 
operations                                                                                                                          
 
 
97.Less                                                                                                                             
 
Distributions                                                                                                                       
 
 
98. From net           (.092)     (.750)     (.800)     (.811)     (.803)     (.774)     (.710)     (.689)           (.188)         
 
investment                                                                                                                          
 
income                                                                                                                              
 
 
99. From net           --         --         (.050)     (.100)     (.120)     (.010)     (.030)     (.0   6    0)    --             
 
realized gain                                                                                                                       
 
 
100. In excess of      --         --         --         --         --         --         --         (.0   1    0)    --             
 
net realized gain                                                                                                                   
 
 
101. Total             (.092)     (.750)     (.850)     (.911)     (.923)     (.784)     (.740)     (.759)              (.188)      
 
distributions                                                                                                                       
 
 
102.Net asset         $ 9.850    $ 10.460   $ 10.820   $ 10.870   $ 11.410   $ 11.650   $ 12.720   $ 11.220         $ 11.210        
 
value, end of                                                                                                                       
 
period                                                                                                                              
 
 
103.Total              (.58)%     14.22%     12.05%     9.28%      14.02%     9.21%      15.95%     (6.03)%          (1.86)%        
 
return,                                                                                                                             
 
 
104.Net assets,       $ 1,275    $ 3,290    $ 6,669    $ 22,702   $ 67,135   $ 156,65   $ 497,57   $ 544,422        $ 9,968         
 
end of period (000                                                           9          5                                           
 
omitted)                                                                                                                            
 
 
105.Ratio of           .80%       .89%       .90%       .90%       .90%       .90%       .92%       .89%             2.09%          
 
expenses to                                                                                                                         
 
average net                                                                                                                         
 
assets                                                                                                                              
 
 
106.Ratio of           2.25%      2.25%      2.75%      2.09%      1.24%      .96%       .92%       .89%             2.09%          
 
expenses to                                                                                                                         
 
average net                                                                                                                         
 
assets before                                                                                                                       
 
expense                                                                                                                             
 
reductions                                                                                                                          
 
 
107.Ratio of net       7.24%      7.33%      7.60%      7.37%      7.08%      6.59%      5.59%      5.78%            4.58%          
 
investment                                                                                                                          
 
income to                                                                                                                           
 
average net                                                                                                                         
 
assets                                                                                                                              
 
 
108.Portfolio          --         19%        27%        11%        10%        13%        27%        38%              38%            
 
turnover                                                                                                                            
 
 
</TABLE>
 
A ANNUALIZED.
B SEPTEMBER 16, 1987 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1987.
C COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.
D TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
E THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
F EXPENSES WERE LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
LIMITED TERM TAX-EXEMPT 
 
 
 
<TABLE>
<CAPTION>
<S>                         
<C>      <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>    <C>         
109.Selected                
                               Institutional                                                                                        
Class A                        Class B          
Per-Share Data              
                                                    Class                                                                           
                                                                     
and Ratios                                                                                       
 
 Years ended                
1985     1986     1987     1988     1989      1990     1991     1992     1993     1994     1992     1993     1994     1994     
November 30                                                                                     
 
110.Net asset               
$ 10.00  $ 10.28  $ 10.99  $ 10.38  $ 10.52   $ 10.61  $ 10.64  $ 10.80  $ 11.08  $ 10.460 $ 11.01  $ 11.08  $ 10.460 $ 9.890    
value, beginning            
0        0        0        0        0         0        0        0        0                 0        0                        
of period                                                                                        
 
111.Income from                                                                                  
Investment                                                                                        
Operations                                                                                       
 
112. Net                     
.130     .671     .641     .650     .674      .689     .682     .666     .536     .481     .131     .508      .455      .155     
investment                                                                                       
income                                                                                          
 
113. Net realized            
.280     .760     (.540)   .140     .090      .030     .160     .280     .260     (1.030)  .070     .260      (1.040)    (.490) 
and unrealized                                                                                   
 gain (loss) on                                                                                  
investments                                                                                     
 
114. Total from              
.410     1.431    .101     .790     .764      .719     .842     .946     .796     (.549)   .201     .768      (.585)      (.335) 
investment                                                                                       
operations                                                                                        
 
115.Less                                                                                        
Distributions                                                                                    
 
116. From net                
(.130)   (.671)   (.641)   (.650)   (.674)    (.689)   (.682)   (.666)   (.536)   (.481)   (.131)   (.508)    (.455)      (.155) 
investment                                                                                       
income                                                                                           
 
117. From net                
- --       (.050)   (.070)   --       --        --       --       --       (.880)      --     --       (.880)      --        --   
realized gain                                                                                    
 
   118. In excess of        
    --    --          --   --          --        --    --      --        --         (.020)  --          --       (.020)    --    
   net realized gain                                                                             
 
119. Total                   
(.130)   (.721)   (.711)   (.650)   (.674)    (.689)   (.682)   (.666)   (1.416)  (.501)    (.131)   (1.388)     (.475)   (.155)    
distributions                                                                                    
 
120.Net asset               
$ 10.28  $ 10.99  $ 10.38  $ 10.52  $ 10.61   $ 10.64  $ 10.80  $ 11.08  $ 10.46  $ 9.410   $ 11.08  $ 10.46      $ 9.400   $ 9.400
value, end of               
0        0        0        0        0         0        0        0        0                  0        0
period                                                                                           
 
121.Total                    
4.12%    14.39%   .97%     7.77%    7.50%     7.04%    8.15%    .01%    8.01%     (5.43)%   1.3   7% 7.72%     (5.78
    
   )% (3.44)    
return   ,                                                                                      
 
122.Net assets,             
$ 94,39  $ 161,0  $ 162,8  $ 132,4  $ 121,4   $ 111,50 $ 100,2  $ 28,42 $ 15,07   $ 11,702  $ 1,752  $ 39,80      57,382  $ 1,682
end of period               
1        45       57       43       18        6        94       8       6                            0   
(000 omitted)                                                                                    
 
123.Ratio of                 
.69%     .58%     .59%     .63%     .65%      .62%     .61%     .66%    .65%      .65%      1.04%    .90%         .90%     1.65%
expenses to                                                                                       
average net                                                                                      
assets                                                                                           
 
124.Ratio of                 
.69%     .58%     .59%     .63%     .65%      .62%     .61%     .67%    .83%      .76%      1.06%    1.36%        1.04%    2.36% 
expenses to                                                                                      
average net                                                                                     
assets before                                                                                    
expense                                                                                          
reductions                                                                                       
 
125.Ratio of net             
6.33%    6.29%    6.01%    6.20%    6.45%     6.53%    6.40%    6.05%   5.01%     4.75%     5.65%    4.76%        4.49%    3.74%
investment                                                                                       
income                                                                                            
to average net                                                                                   
assets                                                                                           
 
126.Portfolio                
103%     34%      43%      24%      31%       32%      20%      36%     46%       53%       36%      46%          53%        53% 
turnover                                                                                         
 
</TABLE>
 
SHORT-INTERMEDIATE TAX-EXEMPT
127.Selected          Class A    
Per-Share Data                   
and Ratios                       
 
128.Year ended        1994       
November 30                      
 
129.Net asset         $ 10.000   
value, beginning                 
of period                        
 
130.Income from        .259      
Investment                       
Operations                       
 Net interest                    
income                           
 
131. Net realized      (.230)    
and unrealized                   
gain (loss) on                   
investments                      
 
132. Total from        .029      
investment                       
operations                       
 
133.Less               (.259)    
Distributions                    
 From net                        
interest income                  
 
134.Net asset         $ 9.770    
value, end of                    
period                           
 
135.Total              .27%      
return   ,                       
 
136.Net assets,       $ 16,563   
end of period (000               
omitted)                         
 
137.Ratio of           .75%,     
expenses to                      
average net                      
assets                           
 
138.Ratio of           1.54%,    
expenses to                      
average net                      
assets before                    
expense                          
reductions                       
 
139.Ratio of net       3.74%     
interest income to               
average net                      
assets                           
 
140.Portfolio          111%      
turnover rate                    
 
   A ANNUALIZED.    
   B SEPTEMBER 19, 1985 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30,
1985.    
   C MARCH 16, 1994 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30, 1994.    
   D COMMENCEMENT OF SALE OF CLASS A SHARES SEPTEMBER 10, 1992.    
   E COMMENCEMENT OF SALE OF CLASS B SHARES JUNE 30, 1994.    
   F TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.    
   G THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.    
   H FMR VOLUNTARILY AGREED TO LIMIT THE EXPENSES (EXCLUDING INTEREST,
TAXES BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES) TO .75% OF AVERAGE
NET ASSETS.    
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN and/or YIELD.
Each class's performance is affected by the expenses of that class;
accordingly, performance may be different among the classes. The exclusion
of any applicable sales charge from a performance calculation produces a
higher return.
EXPLANATION OF TERMS
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 total returns covering
periods of less than one year assume that performance will remain constant
for the rest of the year.
Average annual and cumulative total returns usually will include the effect
of paying the maximum applicable sales charge.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders. This difference may
be significant for a fund whose investments are denominated in foreign
currencies.
In calculating yield, Overseas, Equity Portfolio Growth, Global Resources,
Growth Opportunities, Strategic Opportunities, Equity Income, Income &
Growth, Emerging Markets Income, High Yield, Strategic Income, Short
Fixed-Income and High Income Municipal may from time to time use a
security's coupon rate instead of its yield to maturity in order to reflect
the risk premium on that security. This practice will have the effect of
reducing a fund's yield. 
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
Each class of a growth or growth and income fund may quote its adjusted NAV
including all distributions paid. This value may be averaged over specified
periods and may be used to calculate a class's moving average.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance or a free annual report, please contact your
Investment Professional.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
   THE FUNDS IN DETAIL    
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Equity Portfolio Growth is a
diversified fund of Fidelity Advisor Series I, a Massachusetts business
trust organized on June 24, 1983. Growth Opportunities, Income & Growth,
High Yield, Government Investment and Short Fixed-Income are diversified
funds of Fidelity Advisor Series II, a Massachusetts business trust
organized on April 24, 1986. Equity Income is a diversified fund of
Fidelity Advisor Series III, a Massachusetts business trust organized on
May 17, 1982. Limited Term Bond is a diversified fund of Fidelity Advisor
Series IV, a Massachusetts business trust organized on May 6, 1983. Global
Resources and High Income Municipal are diversified funds of Fidelity
Advisor Series V, a Massachusetts business trust organized on April 24,
1986. Limited Term Tax-Exempt is a diversified fund and Short-Intermediate
Tax-Exempt is a non-diversified fund of Fidelity Advisor Series VI, a
Massachusetts business trust organized on June 1, 1983. Overseas is a
diversified fund of Fidelity Advisor Series VII, a Massachusetts business
trust organized on March 21, 1980. Emerging Markets Income and Strategic
Income are non-diversified funds and Strategic Opportunities is a
diversified fund of Fidelity Advisor Series VIII, a Massachusetts business
trust organized on September 23, 1983. Each trust is an open-end management
investment company. There is a remote possibility that one fund might
become liable for a misstatement in the prospectus about another fund.
INSTITUTIONAL SHARES. Equity Portfolio Growth, Equity Income, Limited Term
Bond and Limited Term Tax-Exempt each offer shares to institutional and
retail investors. Shares offered to institutional investors (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 is $40,000. Institutional Class
shares are offered through a separate prospectus. Institutional Class
shares of one fund may be exchanged for Institutional Class shares of
another Fidelity Advisor Fund    or of another Fidelity fund    . Transfer
agent and shareholder services for Institutional Class shares are performed
by Fidelity Investments Institutional Operations Company (FIIOC). For each
fund's respective fiscal year end, total operating expenses for
Institutional Class shares as a percent of average net assets were:
   0.84    % for Equity Portfolio Growth    (after reimbursement);    
   0.71    % for Equity Income;    0.61    % for Limited Term Bond; and
   0.65    % after reimbursement for Limited Term Tax-Exempt. Institutional
Class shares of each fund have a Distribution and Service Plan that does
not provide for payment of a separate distribution fee; rather the Plans
recognize 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. Institutional Class shares also do not bear a
shareholder service fee. Investment professionals currently do not receive
compensation in connection with distribution and/or shareholder servicing
of Institutional Class shares.
Strategic Opportunities offers three classes of shares   :     Class A,
Class B and Initial    Class    .    Initial Class shares are offered only
to current Initial Class shareholders through a separate prospectus.     
Strategic Opportunities Initial    Class     has a maximum 4.75% front-end
sales charge. New investors may not purchase Initial    Shares    . Current
shareholders may make additional investments in Initial    Class     of
$250 or more. The minimum account balance for Initial    Class     is
$1,000. Reduced sales charges apply to purchases of $50,000 or more of
Initial    Class    . Transfer agent and shareholders services for Initial
   Class     are performed by Fidelity Service Company (FSC). For the
fiscal year ended December 31, 1994, total operating expenses as a
percentage of net asset   s     for Initial    Class     was    1.11    %.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The    t    ransfer    a    gent will mail proxy materials in advance,
including a voting card and information about the proposals to be voted on.
For shareholders of Overseas, Equity Portfolio Growth, Strategic
Opportunities, Emerging Markets Income, Strategic Income, Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt, you are entitled to one vote
for each share you own. For shareholders of    Global Resources,     Growth
Opportunities, Equity Income, Income & Growth, High Yield, Government
Investment, Limited Term Bond, Short Fixed-Income and High Income
Municipal, 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   ,     each fund   , or
the trust, respectively,     if a matter affects just that class of
shares   ,     fund   , or trust    , respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which chooses each fund's investments and
handles its business affairs. FMR chooses the investments for each fund
(except Government Investment, High Income Municipal, Limited Term
Tax-Exempt and Short-Intermediate Tax-Exempt) with the assistance of
foreign affiliates.
Affiliates assist FMR with foreign securities: Fidelity Management &
Research (U.K.) Inc. (FMR U.K.), in London, England; Fidelity Management &
Research (Far East) Inc. (FMR Far East), in Tokyo, Japan; Fidelity
International Investment Advisors (FIIA), in Pembroke   ,     Bermuda;
Fidelity International Investment Advisors (U.K.) Limited (FIIAL U.K.), in
Kent, England; and Fidelity Investment Japan Ltd. (FIJ), in Tokyo, Japan.
As of January 31, 1995, FMR advised funds having approximately    22
    million shareholder accounts with a total value of more than $   250
    billion.
Bettina E. Doulton has been manager of Advisor Equity 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
198   6    .
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    its inception in     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 Overseas    and     VIP: Overseas.
Previously he managed Emerging Markets, Europe   ,     Pacific Basin   ,
Japan, and International Growth & Income    . Mr. Hickling joined Fidelity
in 1982.
   Robert Ives is manager of Advisor Government Investment, which he has
managed since February 1995. Mr. Ives also manages Spartan Government
Income and Government Securities. Previously, he managed Ginnie Mae and
Spartan Ginnie Mae. Mr. Ives joined Fidelity in 1991, after receiving an
M.B.A. from the University of Chicago. Previously, Mr. Ives was a
consultant to the U.S. Air Force for MITRE Corp. and an engineer at Bell
Labs.    
   Jonathan Kelly is manager of Advisor Emerging Markets Income, which he
has managed since January 1995. He also manages Global Bond and New Markets
Income and Canada Emerging Markets Income. He joined Fidelity in 1991,
after receiving his M.B.A. from the Wharton School at the University of
Pennsylvania. Mr. Kelly worked in the money management field prior to
business school.    
Malcolm W. MacNaught is vice president and manager of Advisor Global
Resources which he has managed since    December     198   7    . Mr.
MacNaught also manages Select Precious Metals and Minerals and Select
American Gold. Mr. MacNaught joined Fidelity in 1968.
   Charles Morrison is manager of Advisor Short Fixed-Income which he has
managed since February 1995. He also manages Spartan Short-Term Bond and
Short-Term Bond. Mr. Morrison is vice president of Fidelity Management
Trust Company. He joined Fidelity in 1987.    
David Murphy is manager of Advisor Short-Intermediate Tax-Exempt Fund. He
also manages Limited Term Municipal, New York Tax-Free Insured, Spartan
Intermediate Municipal   , Spartan California Intermediate Municipal,
Spartan New York Intermediate Municipal, Spartan Short-Intermediate
Municipal,     and Spartan New Jersey Municipal High Yield. Before joining
Fidelity in 1989, he managed municipal bond funds at Scudder, Stevens &
Clark.
Robert E. Stansky is vice president and manager 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 of Advisor Strategic Income   , which he
has managed     since October 1994. Mr. Taylor also manages    VIP II:
Investment Grade Bond. In addition, he manages     Income Plus for Fidelity
International   .     Previously, he managed    Short-Term Bond, Spartan
Short-Term Bond, Advisor Short Fixed-Income,     Corporate Trust, Qualified
Dividend, VIP: Zero Coupon Bond and Utilities Income. Mr. Taylor joined
Fidelity in 1986.
George A. Vanderheiden is vice president and manager 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.
Guy E. Wickwire is a vice president and manager of Advisor High Income
Municipal which he has managed since July 1994. Mr. Wickwire also manages
Massachusetts Tax-Free High Yield and Insure   d     Tax-Free.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
FDC distributes and markets Fidelity's funds and services. FIIOC performs
sub-transfer agent servicing functions for Class A and transfer agent
servicing functions for Class B shares of each fund. 
FMR Corp. is the ultimate parent company of FMR, FMR U.K., and FMR Far
East. Through ownership of voting common stock, members of the Edward C.
Johnson 3d family form a controlling group with respect to FMR Corp.
Changes may occur in the Johnson family group, through death or disability,
which would result in changes in each individual family member's holding of
stock. Such changes could result in one or more family members becoming
holders of over 25% of the stock. FMR Corp. has received an opinion of
counsel that changes in the composition of the Johnson family group under
these circumstances would not result in the termination of the funds'
management or distribution contracts and, accordingly, would not require a
shareholder vote to continue operation under those contracts.
Fidelity International Limited (FIL), is the parent company of FIIA, FIJ,
and FIIAL U.K. The Johnson family group also owns, directly or indirectly,
more than 25% of the voting common stock of FIL.
United Missouri Bank, N.A. (UMB) is the transfer agent for High Income
Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt,
although it employs State Street    Bank & Trust Company (State Street),
P.O. Box 8302, Boston, Massachusetts 02266-8302     to perform these
functions for Class A of each of the funds and employs FIIOC to perform
these functions for Class B of each of the funds. UMB is located at 1010
Grand Avenue, Kansas City, Missouri 64106.
A broker-dealer may use a portion of the commissions paid by Overseas,
Equity Portfolio Growth, Global Resources   ,     Growth Opportunities,
Strategic Opportunities, Equity Income, Income & Growth    and High Yield
    to reduce each of their custodian or transfer agent fees. FMR may use
its broker-dealer affiliates and other firms that sell fund shares to carry
out a fund's transactions, provided that a fund receives brokerage services
and commission rates comparable to those of other broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The value of each fund's investments varies based on many factors.    Stock
values fluctuate, sometimes dramatically, in response to the activities of
individual companies and general market and economic conditions. Over time,
however, stocks have shown greater long-term growth potential than other
types of securities.    
The value of bonds fluctuates based on changes in domestic or foreign
interest rates, the credit quality of the issuer, market conditions, and
other economic and political news. In general, bond prices rise when
interest rates fall, and vice versa. This effect is usually more pronounced
for longer-term securities. Lower-quality securities offer higher yields,
but also carry more risk.
   B    ecause many    foreign     investments are denominated in foreign
currencies, changes in the value of    these currencies     can
significantly affect a fund's share price. General economic and political
factors in the various world markets can also impact the value of your
investment, especially for securities in emerging markets. Many investments
in emerging markets can be considered speculative, and therefore may offer
higher income and total return potential, but significantly greater risk. 
FMR may use various investment techniques to hedge a fund's risks, but
there is no guarantee that these strategies will work as intended. When you
sell your shares, they may be worth more or less than what you paid for
them.
If you are subject to the federal alternative minimum tax, you should note
that High Income Municipal may invest all of its assets    and
Short-Intermediate Tax-Exempt may invest 20% of its assets     in municipal
securities issued to finance private activities. The interest from these
investments is a tax-preference item for purposes of the tax.
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. The fund currently
intends to invest at least 65% of its total assets in securities of issuers
from at least three different countries outside of North America (the
United States, Canada, Mexico and Central America). There is no limit on
investments in any one region, country, or currency, although the fund
normally invests in at least three different countries. 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
United States), the Far East and Pacific Basin, and Western Europe. The
fund may invest in many types of issuers, including companies and other
business organizations as well as governments and their agencies. The fund
expects that equity securities (including shares of closed-end investment
companies and depositary receipts) will account for the majority of its
investments. 
   Although the majority of the fund's investments are expected to be in
equity securities, the fund may also purchase debt securities, including
lower-quality, higher yielding securities. FMR will not emphasize income in
choosing investments unless FMR believes the income will contribute to the
securities' growth potential. The fund currently intends to limit its
investments in these securities to 35% of its assets. FMR may also 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.    
FMR determines    where an issuer is located     by looking at such factors
as     its country of organization, the primary trading market for its
securities, and     the location of  its assets, personnel, sales, and
earnings. When allocating the fund's investments among countries and
regions, FMR considers such factors as the potential for economic growth,
expected levels of inflation, governmental policies and the outlook for
currency relationships. Although the fund may invest significantly in the
United States, the fund currently intends to be as fully invested in
non-U.S. issuers as is practicable in light of the fund's cash flow and
cash needs.
EQUITY PORTFOLIO GROWTH seeks to achieve capital appreciation by investing
primarily in common and preferred stock and securities convertible into the
common stock of companies with above-average growth characteristics.
The fund, under normal conditions, will invest at least 65% of its total
assets in common and preferred stock. The fund looks for domestic and
foreign companies with above-average growth characteristics compared to the
average of the companies included in the S&P 500. Growth may be measured by
factors such as earnings or gross sales. Companies with strong growth
potential often have new products, technologies, distribution channels, or
other opportunities. As a general rule, these companies may include
smaller, less well-known companies, and companies whose stocks have higher
than average price/earnings (P/E) ratios. The market prices of these stocks
may be particularly sensitive to economic, market, or company news. FMR may
also pursue growth in larger or revitalized companies or companies that
hold a strong position in the market. These growth characteristics may be
found in mature or declining industries. 
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.
Under normal conditions, 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. FMR will seek securities that are priced relative to
the intrinsic value of the relevant natural resource or that are issued by
companies positioned to benefit from particular periods in the economic
cycle. Accordingly, the fund may shift its emphasis from one natural
resource industry to another depending upon prevailing trends or
developments. The fund may also invest in securities of companies in other
industries, and in corporate and governmental debt securities of all types.
The fund expects to invest a majority of its assets in the securities of
companies that have their principal business activities in at least three
different countries (including the United States).
A company will be deemed to have substantial ownership of, or activities in
natural resources if, at the time those company's securities are acquired,
at least 50% of the company's assets are involved, either directly or
   through subsidiaries    , in exploring, mining, refining, processing,
transporting, fabricating, dealing in, or owning natural resources. Natural
resources include precious metals (e.g., gold, platinum and silver),
ferrous and nonferrous metals (e.g., iron, aluminum and copper), strategic
metals (e.g., uranium and titanium), hydrocarbons (e.g., coal,oil and
natural gases), chemicals, forest products, real estate, food products and
other basic commodities.
Although the fund is authorized to invest up to 50% of its assets in
physical commodities, it currently intends to invest no more than 25% of
its total assets in them, and intends to limit its physical commodity
investments to readily marketable precious metals.    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.    
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common stocks.
Under normal    conditions    , at least 65% of the fund's total assets
will be invested in securities of companies that FMR believes have
long-term growth potential. Although the fund invests primarily in common
stock and securities convertible into common stock, it has the ability to
purchase other securities, such as preferred stock and bonds, that may
produce capital growth. The fund may invest in foreign securities without
limitation.
STRATEGIC OPPORTUNITIES FUND seeks capital appreciation by investing
   primarily     in securities of companies believed by FMR to involve a
"special situation."
Under normal conditions, the fund will invest at least 65% of its    total
    assets in companies involving 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. A special situation may involve one or more of
the following characteristics:
(small solid bullet) A technological advance or discovery, the offering of
a new or unique product or service, or changes in consumer demand or
consumption forecasts.
(small solid bullet) Changes in the competitive outlook or growth potential
of an industry or a company within an industry, including changes in the
scope or nature of foreign competition or the development of an emerging
industry.
(small solid bullet) New or changed management, or material changes in
management policies or corporate structure.
(small solid bullet) Significant economic or political occurrences abroad,
including changes in foreign or domestic import and tax laws or other
regulations.
(small solid bullet) Other events, including natural disasters, favorable
litigation settlements, or a major change in demographic patterns.
   "Special situations" often involve breaks with past experience. They can
be relatively aggressive investments.    
In seeking capital appreciation, the fund also may invest in securities of
companies not involving a special situation, but which are companies with
valuable fixed assets and whose securities are believed by FMR to be
undervalued in relation to the companies' assets, earnings, or growth
potential.
FMR intends to invest primarily in common stocks and securities that are
convertible into common stocks; however, it also may invest in debt
securities of all types and quality if FMR believes that investing in these
securities will result in capital appreciation. The fund may invest up to
30% of its assets in foreign investments. 
EQUITY INCOME seeks a yield from dividend and interest income which exceeds
the composite dividend yield on securities comprising the S&P 500. In
addition, consistent with the primary objective of obtaining dividend and
interest income, the fund will consider the potential for achieving capital
appreciation.
The fund, under normal conditions,  will invest at least 65% of its total
assets in income-producing equity securities. For purposes of this policy,
equity securities are defined as common and preferred stocks. The balance
of the fund's assets will tend to be invested in debt securities, a high
percentage of which are expected to be convertible into common stocks. The
fund does not intend to invest in securities of issuers without proven
earnings and/or credit histories. Because the fund invests for income, as
well as capital appreciation, investors should not expect capital
appreciation comparable with funds which seek only capital appreciation.
The yield on the fund's assets generally will increase or decrease from
year to year in accordance with market conditions and in relation to the
changes in yields of the stocks included in the S&P 500.
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 invests in equity securities, convertible securities, common and
preferred stocks, and other fixed-income securities that provide income or
opportunities for capital growth. The fund may buy securities that are not
currently paying income but offer prospects for future income. The fund may
invest in securities of foreign issuers. In selecting investments for the
fund, FMR will consider such factors as the issuer's financial strength,
its outlook for increased dividend or interest payments, and the potential
for capital gains.
EMERGING MARKETS INCOME FUND seeks a high level of current income by
investing primarily in debt securities and other instruments of issuers in
emerging markets. As a secondary objective, the fund seeks capital
appreciation.
Under normal conditions, the fund will invest at least 65% of its total
assets in debt securities and other instruments of issuers in emerging
markets. Countries with emerging markets include countries (i) that have an
emerging stock market, as defined by the International Finance Corporation,
(ii) with low-to middle-income economies, according to the World Bank, or
(iii) that are listed in World Bank publications as "developing."
   The fund emphasizes countries with relatively low gross national product
per capita compared to the world's major economies, and with the potential
for rapid economic growth. FMR expects that emerging market opportunities
will be found mainly in Latin America, Asia, Africa, and emerging European
nations. FMR determines where an issuer is located by looking at such
factors as its country of organization, the primary trading market for its
securities, and the location of its assets, personnel, sales, and earnings.
There is no limit on investments in any one region, country, or currency,
although the fund normally invests in at least three different
countries.    
   The fund may also invest a portion of its assets in common and preferred
stocks of emerging markets issuers, debt securities of non-emerging market
foreign issuers, and lower-quality debt securities of U.S. issuers. FMR
does not currently anticipate that these investments will exceed
approximately 20% of the fund's total assets. In addition, for cash
management purposes, the fund will ordinarily invest a portion of its
assets in high-quality, short-term debt securities and money market
instruments, including repurchase agreements and bank deposits denominated
in U.S. or foreign currencies.    
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.
The fund   , under normal conditions,     will invest at least 65% of its
total assets in income producing debt securities and preferred stocks,
including convertible and zero coupon bonds. The fund may also invest in
securities issued or guaranteed by the U.S. Government, any state or any of
their respective subdivisions, agencies or instrumentalities, and
securities of foreign issuers, including securities of foreign governments.
The fund may invest up to 35% of its total assets in equity securities,
including common stocks, warrants and rights.
STRATEGIC INCOME FUND seeks a high level of current income by investing
primarily in debt securities. The fund may also seek capital appreciation.
The fund invests primarily in fixed-income securities, allocated among
three broad categories: (1) U.S. government securities, including mortgage
securities and securities issued by government agencies; (2) corporate
securities, including lower-quality, high-yield securities as well as
investment-grade corporate bonds; and (3) foreign corporate and
governmental securities, including emerging market instruments and
securities of issuers in more developed markets. Although FMR expects that
the fund will normally have investments in each of the three asset
categories, there is no limit on the amount that the fund may invest in any
one type of fixed-income securities from time to time. Diversification,
when successful, can mean higher returns with decreased volatility. By
allocating its investments across different types of fixed-income
securities, the fund attempts to moderate the significant investment risks
of each category through diversification. However, each category may
decline at the same time.
   FMR regularly reviews the fund's allocation and makes changes gradually
over time to favor investments that it believes provide the most favorable
outlook for achieving the fund's objective.    
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, at least 65% of the fund's total assets will be
invested in government securities. The fund considers "government
securities" to include those which are subject to repurchase agreements.
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). These securities may or may not be fully backed
by the U.S. Government. In seeking current income, the fund also may
consider the potential for capital gain.
LIMITED TERM BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed income obligations.
   The fund seeks high current income by investing primarily in
fixed-income obligations of all types. The fund invests in domestic and
foreign investment grade securities. When consistent with its primary
objective, the fund may also seek capital appreciation. Under normal
conditions, the fund maintains a dollar-weighted average maturity of 10
years or less, but individual securities may be of any maturity. In
determining a security's maturity for purposes of calculating the fund's
average maturity, estimates of the expected time for its principal to be
repaid may be used. This can be substantially shorter than its stated final
maturity.    
SHORT FIXED-INCOME FUND seeks to obtain a high level of current income,
consistent with the preservation of capital, by investing primarily in a
broad range of investment-grade fixed-income securities. Where appropriate
the fund will take advantage of opportunities to realize capital
appreciation.    Under normal conditions, the fund maintains a
dollar-weighted average maturity of 10 years or less, but individual
securities may be of any maturity. In determining a security's maturity for
purposes of calculating the fund's average maturity, estimates of the
expected time for its principal to be repaid may be used. This can be
substantially shorter than its stated final maturity.    
The fund   , under normal conditions,     will invest primarily in
investment-grade fixed-income securities of all types. Fixed-income
securities in which the fund may invest include, in any proportion, bonds,
notes, mortgage-related and asset-backed securities, U.S. government and
U.S. government agency obligations, zero coupon securities and convertible
securities, and short-term obligations such as certificates of deposit,
repurchase agreements, bankers' acceptances and commercial paper. Under
normal    conditions    , at least 65% of the fund's total assets will be
invested in bonds. The fund may invest a portion of its assets in
securities issued by foreign companies and foreign governments.    Under
normal conditions, the     fund maintain   s     a dollar-weighted average
maturity of three years or less   , but individual securities may be of any
maturity    . In determining a security's maturity for purposes of
calculating the fund's average maturity, estimates of the expected time for
its principal to be repaid may be used. This can be substantially shorter
than its stated final maturity. 
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 normally invests so that at least 80% of its net assets is
invested in municipal obligations whose interest is free from federal
income tax.    The fund may invest in medium- and lower-quality municipal
obligations.     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   , but individual
securities may be of any maturity    . The fund may invest more than 25% of
its assets in bonds 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. The fund reserves the right to invest up to
100% of its assets in municipal obligations subject to the federal
alternative minimum tax.
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 fund normally will invest so that 80% or more of its net assets will
be invested in securities whose interest is free from federal income tax.
    The fund invests in municipal obligations judged by FMR to be
essentially the same quality as those rated within the three highest rating
categories by Moody's and S&P.    Under normal conditions,     at least 80%
of the fund's net assets will be invested in obligations having remaining
maturities of 15 years or less        . The fund maintains a
dollar-weighted average maturity of 10 years or less   .      In
determining a security's maturity for purposes of calculating the fund's
average maturity, estimates of the expected time for its principal to be
repaid may be used. This can be substantially shorter than its stated final
maturity. 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. The fund currently does not intend to invest in taxable
obligations or in AMT bonds.
SHORT INTERMEDIATE TAX-EXEMPT FUND seeks as high a level of current income,
exempt from federal income tax, as is consistent with preservation of
capital.
The fund invests primarily in municipal securities.    T    he fund
   normally     will        invest so that 80% or more of its net assets
will be invested in securities whose interest is free from federal income
tax.    Under normal conditions, t    he fund maintains a dollar-weighted
average maturity of between two and four years   , but individual
securities may be of any maturity    . In determining a security's maturity
for purposes of calculating the fund's average maturity, estimates of the
expected time for its principal to be repaid may be used. This can be
substantially shorter than its stated final maturity. The fund may, under
normal circumstances, invest up to 20% of its net assets in municipal
securities issued to finance private activities whose interest is a
tax-preference item for purposes of the federal alternative minimum tax.
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 municipal 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).
   TEMPORARY DEFENSIVE INVESTMENT POLICIES. FMR normally invests each
fund's assets according to its investment strategy.     
   Overseas, Equity Portfolio Growth, Global Resources, Growth
Opportunities, Strategic Opportunities, Equity Income, and Income & Growth
each reserve the right to invest without limitation in preferred stocks and
investment-grade debt instruments for temporary, defensive purposes.    
   High Yield reserves the right to invest in preferred stocks and
investment-grade debt instruments for temporary, defensive purposes.    
   Limited Term Bond, Emerging Markets Income, Strategic Income, Government
Investment and Short Fixed-Income reserve the right to invest without
limitation in investment-grade money market or short-term debt instruments
for temporary, defensive purposes.    
   High Income Municipal, Limited Term Tax-Exempt, and Short-Intermediate
Tax-Exempt each do not expect to invest in federally taxable obligations.
High Income Municipal, Limited Term Tax-Exempt and Short-Intermediate
Tax-Exempt each, however, reserves the right to invest without limitation
in short-term instruments, to hold a substantial amount of uninvested cash,
or to invest more than normally permitted in federally taxable obligations
for temporary, defensive purposes.    
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well.    A complete listing of each fund's
policies and limitations and more detailed information about each fund's
investments is contained in the SAI.     Policies and limitations are
considered at the time of purchase; the sale of instruments is not required
in the event of a subsequent change in circumstances.        
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help a fund
achieve its goal. Current holdings and recent investment strategies are
described in a fund's financial reports, which are sent to shareholders
twice a year. For a free SAI or financial report, call your Investment
Professional.
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of its total assets, each of Overseas,
Global Resources, Growth Opportunities, Equity Income,    Income & Growth,
    High Yield, Government Investment, Limited Term Bond, Short
Fixed-Income and High Income Municipal may not purchase more than 10% of
the outstanding voting securities of a single issuer. 
With respect to 100% of its assets each of Equity Portfolio Growth,
Strategic Opportunities and Limited Term Tax-Exempt may not purchase more
than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
Taxable lower-quality debt securities (sometimes called "junk bonds") are,
and tax-exempt lower-quality debt securities may be, considered to be
speculative and involve greater risk of default or price changes due to
changes in the issuer's creditworthiness, or they may already be in
default. The market prices of these securities may fluctuate more than
higher-quality securities and may decline significantly in periods of
general economic difficulty.
Lower-quality foreign government securities are often considered to be
speculative and involve greater risk of default or price changes, or they
may already be in default. These risks are in addition to the general risks
associated with foreign securities.
The following table provides a summary of ratings assigned to debt holdings
(not including money market instruments) in the funds' portfolios. These
figures are dollar-weighted averages of month-end portfolio holdings during
fiscal 1994, and are presented as a percentage of total security
investments. These percentages are historical and do not necessarily
indicate a fund's current or future debt holdings.
 
FISCAL 1994 DEBT HOLDINGS, BY RATING
 
 (AS A % OF ASSETS IN EACH RATING CATEGORY)  (AS A % OF ASSETS IN EACH
RATING CATEGORY)
 INVESTMENT GRADE  LOWER QUALITY 
   STANDARD & POOR'S CORPORATION             AAA   , AA, A      BBB BB B
CCC CC,C D    NR    
   
   EQUITY     FUNDS:
Overseas .   43       -- -- -- -- -- -- .61
Equity Portfolio Growth --   -- .01 -- -- -- -- .01
Global Resources --   -- -- -- -- -- -- --
   Growth Opportunities 6.38   -- -- -- -- -- -- .17
    
       Strategic Opportunities 15.67   -- .28 .33 -- .04 .76 1.29
Equity Income    2.03       .50 .38 2.17 .03 -- -- .   50
    
   Income & Growth 19.17   2.93 4.39 4.28 .97 -- -- 11.79    
   TAXABLE/    FIXED-INCOME
Emerging Markets Income --   -- 9.37 5.32 -- -- -- 54.79
High Yield    .79       .26 8.02 32.56 4.79 .61 4.69    29.11    
   Strategic Income 31.24   .69 2.84 20.62 -- -- -- 10.73
    
       Government Investment    89.71          --        --        --    
   --        --        --        .56    
Limited Term    Bond        69.85          .12        --        --    
   --        --        --        .09    
Short Fixed-Income    28.28       21.14 6.40 .69 -- -   -     -- 16.94
TAX-EXEMPT/MUNICIPAL FUNDS:
High Income Municipal    32.93       22.73 6.31 2.32 -- -- -- 31.76
Limited Term Tax-Exempt    78.53          --        --        --    
   --        --        --        10.16    
Short Intermediate Tax-Exempt    64.65          --        9.86    
   --        --        --        --        10.96    
MOODY'S INVESTOR SERVICE, INC.
         Aaa   , Aa, A      Baa Ba B Caa Ca C --
EQUITY FUNDS:
Overseas .   49       --    --        .50     -- -- -- .05 
Equity Portfolio Growth --   -- .02 -- -- -- -- --
Global Resources --   -- -- -- -- -- -- --
   Growth Opportunities 6.42   -- -- .13 -- -- -- --
    
       Strategic Opportunities 15.67          -- .61 -- .88 .03 .04 1.14
Equity Income    2.13       .61 .19 2.38 -- -- -- .32   
    
   Income & Growth 20.40   1.97 3.92 8.48 .55 .25 -- 7.97    
   TAXABLE/    FIXED-INCOME
Emerging Markets Income 1.01   -- 8.44 16.37 -- -- -- 43.66
High Yield --   .18 3.71 38.04 7.49 2.77 .56 28.07
   Strategic Income 31.24   -- 1.49 22.86 -- -- -- 10.51
    
       Government Investment    90.27          --        --        --    
   --        --        --        --    
Limited Term    Bond        69.25          .72        --        --    
   --        --        --        .09    
Short Fixed-Income    29.78       21.17 9.90 3.27 -- -- -- 9.32
TAX-EXEMPT/MUNICIPAL FUNDS:
High Income Municipal    27.46       28.41 10.76 1.38 -- -- -- 28.05
Limited Term Tax-Exempt    88.37          --        --        --    
   --        --        --        .33    
Short Intermediate Tax-Exempt    69.51          7.11        2.75    
   --        --        --        --        6.10    
FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT. 
THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED DIRECTLY OR
INDIRECTLY BY MOODY'S OR S&P AMOUNTED TO    41.73    % 
(EMERGING MARKETS),    0    % (EQUITY PORTFOLIO GROWTH),    .31    %
(EQUITY INCOME),    0    % (GROWTH OPPORTUNITIES),   .05    % 
(OVERSEAS),    1.14    % (STRATEGIC OPPORTUNITIES),    4.85    % (INCOME &
GROWTH),    0    % (GLOBAL RESOURCES),    5.51    % (STRATEGIC 
INCOME),    22.19    % (HIGH YIELD)AND    7.85    % FOR (SHORT
FIXED-INCOME)   . THESE PERCENTAGES MAY INCLUDE SECURITIES     RATED BY 
OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES.
FMR HAS DETERMINED THAT UNRATED SECURITIES 
THAT ARE LOWER QUALITY ACCOUNT FOR    41.51    % (EMERGING MARKETS),
   0    % (EQUITY PORTFOLIO GROWTH),    .31    % (EQUITY INCOME),    0    % 
(GROWTH OPPORTUNITIES),    0    % (OVERSEAS),    1.14    % (STRATEGIC
OPPORTUNITIES),    .3.87    % (INCOME & GROWTH),    0    % (GLOBAL 
RESOURCES),    5.51    % (STRATEGIC INCOME),    22.19    % (HIGH YIELD)AND
   3.88    % FOR (SHORT FIXED-INCOME) OF EACH FUND'   S     TOTAL 
SECURITY INVESTMENTS. REFER TO THE FUND'S    SAI     FOR A MORE COMPLETE
DISCUSSION OF THESE RATINGS.
THE DOLLAR-WEIGHTED AVERAGE OF DEBT SECURITIES NOT RATED BY MOODY'S AND S&P
AMOUNTED TO 20.86% (HIGH INCOME 
MUNICIPAL), 0% (LIMITED TERM TAX-EXEMPT) AND 1.46% (SHORT-INTERMEDIATE
TAX-EXEMPT). THESE PERCENTAGES MAY 
INCLUDE SECURITIES RATED BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS
WELL AS UNRATED SECURITIES. FMR HAS 
DETERMINED THAT UNRATED SECURITIES THAT ARE LOWER QUALITY ACCOUNT FOR
18.   09    % (HIGH INCOME MUNICIPAL), 0% (LIMITED 
TERM TAX-EXEMPT) AND 0% (SHORT-INTERMEDIATE TAX-EXEMPT) OF EACH FUND'S
SECURITY INVESTMENTS. REFER TO THE FUND'S 
SAI FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.
   
RESTRICTIONS: For all funds   ,     other than Limited Term Tax-Exempt   
and Short-Intermediate Tax-Exempt,     purchase of a debt security is
consistent with a fund's debt quality policy if    it     is rated at or
above the stated level by Moody's or rated in the equivalent categories
by    S&P    , or is unrated but judged to be of equivalent quality by FMR.
Limited Term Bond currently intends to limit its investments in debt
securities to those of Baa-quality and above, and currently intends to
limit its investments in debt securities rated Baa to 5% of its assets.
Short Fixed-Income currently intends to limit its investments in lower than
Baa-quality debt securities to 35% of its assets and currently intends to
limit its investment   s     in debt securities to B-quality and above.
   Purchase of a debt security is consistent with Short-Intermediate
Tax-Exempt's debt quality policy if, with respect to 60% of its assets, it
is judged by FMR to be of equivalent quality to debt securities rated A or
better by Moody's or S&P. The fund currently intends to limit its
investments in debt securities to those rated below BAA by Moody's or BBB
by S&P, or unrated debt securities judged by FMR to be of equivalent
quality to 5% of its assets. The fund currently intends to limit its
investments in debt securities to Ba quality and above.    
Global Resources currently intends to limit its investments in lower than
Baa-quality debt securities to 35% of its assets and currently intends to
limit its investments in debt securities to Caa-quality and above.
Each of    Overseas,     Equity Portfolio Growth,    Growth Opportunities, 
Strategic Opportunities,     Equity Income    and     Income & Growth   
    currently intends to limit its investments in lower than Baa-quality
debt securities to 35% of its assets.
   Purchase of a debt security is consistent with Limited Term Tax-Exempt's
debt quality policy if it is rated at or above the stated level by Moody's
and S&P; however, the fund may invest up to 20% of its total assets, in
municipal obligations which are unrated by Moody's and S&P but judged by
FMR to meet the fund's quality standards. The fund currently intends to
limit its investment in debt securities to those of A-quality or above.    
MONEY MARKET INSTRUMENTS are high-quality instruments that present minimal
credit risk. They may include U.S.    g    overnment obligations,
commercial paper and other short-term corporate obligations, and
certificates of deposit, bankers' acceptances, bank deposits, and other
financial institution obligations. These instruments may carry fixed or
variable interest rates.
U.S. GOVERNMENT SECURITIES are high-quality debt securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of the
U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, securities issued by
the Federal Farm Credit Bank or by the Federal National Mortgage
Association are supported by the instrumentality's right to borrow money
from the U.S. Treasury under certain circumstances. However, securities
issued by the Financing Corporation are supported only by the credit of the
entity that issued them.
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign markets.
In addition to the political and economic factors that can affect foreign
securities, a governmental issuer may be unwilling to repay principal and
interest when due, and may require that the conditions for payment be
renegotiated. These factors could make foreign investments, especially
those in developing countries, more volatile.
AMERICAN DEPOSITARY RECEIPTS AND EUROPEAN DEPOSITARY RECEIPTS (ADRS AND
EDRS) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed
for use in U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.
ASSET-BACKED SECURITIES may include interests in pools of the following:
purchase contracts, financing leases, or sales agreements entered into by
municipalities; lower-rated debt securities; or consumer loans. The value
of these securities may be significantly affected by changes in interest
rates, the market's perception of issuers, and the creditworthiness of the
parties involved. Certain asset-backed securities rely on continued
payments by a municipality, and may also be subject to prepayment risk.
MORTGAGE SECURITIES are interests in pools of commercial or residential
mortgages, and may include complex instruments such as collateralized
mortgage obligations and stripped mortgage-backed securities. Mortgage
securities may be issued by the U.S. government or by private entities. For
example, Ginnie Maes are interests in pools of mortgage loans insured or
guaranteed by a U.S. government agency. Because mortgage securities pay
both interest and principal as their underlying mortgages are paid off,
they are subject to prepayment risk. This is especially true for stripped
securities. Also, the value of a mortgage security may be significantly
affected by changes in interest rates. Some mortgage securities may have a
structure that makes their reaction to interest rates and other factors
difficult to predict, making their value highly volatile.
STRIPPED SECURITIES are the separate income or principal components of a
debt instrument. These involve risks that are similar to those of other
debt securities, although they may be more volatile, and certain stripped
securities move in the same direction as interest rates.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
purposes, including general financing for state and local governments, or
financing for specific projects or public facilities. They may be issued in
anticipation of future revenues, and may be backed by the full taxing power
of a municipality, the revenues from a specific project, or the credit of a
private organization. A security's credit may be enhanced by a bank,
insurance company, or other financial institution. A fund may own a
municipal security directly or through a participation interest.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include general obligations of U.S.
territories and possessions such as Guam, the Virgin Islands, and Puerto
Rico, and their political subdivisions and public corporations.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
VARIABLE AND FLOATING        RATE SECURITIES may have interest rates that
move in tandem with a benchmark, helping to stabilize their prices. Inverse
floaters have interest rates that move in the opposite direction from the
benchmark, making the instrument's market value more volatile.
PUT FEATURES entitle the holder to put (sell back) an instrument to the
issuer or a financial intermediary. In exchange for this benefit, a fund
may pay periodic fees or accept a lower interest rate. Demand features and
standby commitments are types of put features.
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that the fund supply additional cash to a borrower on demand.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect a fund's yield. 
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
FOREIGN REPURCHASE AGREEMENTS may be less well secured than U.S. repurchase
agreements, and may be denominated in foreign currencies. They also may
involve greater risk of loss if the counterparty defaults. Some
counterparties in these transactions may be less creditworthy than those in
U.S. markets.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
temporarily transfers possession of a portfolio instrument to another party
in return for cash. This could increase the risk of fluctuation in the
fund's yield or in the market value of its assets.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some securities, including illiquid securities, may be subject
to legal restrictions. Difficulty in selling securities may result in a
loss or may be costly to a fund.
RESTRICTIONS. Each of Equity Portfolio Growth,    Global Resources,
    Growth Opportunities, Strategic Opportunities, Equity Income, Income &
Growth,    Government Investment,     Limited Term Bond, Short
Fixed-Income, High Income Municipal, Limited Term Tax-Exempt and
Short-Intermediate Tax-Exempt may not purchase a security if, as a result,
more than 10% of its net assets would be invested in illiquid securities. 
RESTRICTIONS. Each of Overseas, Emerging Markets Income, High Yield, and
Strategic Income may not purchase a security if, as a result, more than 15%
of its net assets would be invested in illiquid securities. 
WARRANTS are instruments which entitle the holder to buy underlying equity
securities at a specific price for a specific period of time. A warrant
tends to be more volatile than its underlying securities and ceases to have
value if it is not exercised prior to its expiration date. In addition,
changes in the value of a warrant do not necessarily correspond to changes
in the value of its underlying securities.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type. A fund that is not diversified may be more sensitive to
changes in the market value of a single issuer or industry.
RESTRICTIONS: With respect to 75% of its total assets, each of Overseas,
   Global Resources,     Growth Opportunities,    Equity Income,     Income
& Growth, High Yield,    Government Investment,     Limited Term Bond,
Short Fixed-Income,    High Income Municipal and     Limited Term
Tax-Exempt may not purchase a security if, as a result, more than 5% would
be invested in    the     securities of a single issuer. With respect to
100% of its assets, each of Equity Portfolio Growth    and     Strategic
Opportunities        may not purchase a security if, as a result, more than
5% would be invested in    the     securities of a single issuer. These
limitations do not apply to U.S. government securities.
Emerging Markets Income, Strategic Income and Short-Intermediate Tax-Exempt
are considered non-diversified. Generally, to meet federal tax requirements
at the close of each quarter, each fund does not invest more than 25% of
its total assets in any one issuer and, with respect to 50% of total
assets, does not invest more than 5% in any one issuer. These limitations
do not apply to U.S. government securities.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
FBSI, an affiliate of FMR, is a means of earning income. This practice
could result in a loss or a delay in recovering a fund's securities. A fund
may also lend money to other funds advised by FMR and to issuers in
connection with certain direct debt transactions.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of each fund's
total assets; however Limited Term Tax-Exempt, High Income Municipal and
Short-Intermediate Tax-Exempt do not currently intend to make loans.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph   s     restates all those that are fundamental. All
policies stated throughout this prospectus, other than those identified in
the following paragraphs of this section, can be changed without
shareholder approval. 
OVERSEAS FUND seeks growth of capital primarily through investments in
foreign securities. 
EQUITY PORTFOLIO GROWTH seeks to achieve capital appreciation by investing
primarily in common and preferred stock and securities convertible into the
common stock of companies with above average growth characteristics.
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. The fund is authorized to invest up to 50% of its assets in
physical commodities.
GROWTH OPPORTUNITIES FUND seeks to provide capital growth by investing
primarily in common stocks and securities convertible into common stocks.
STRATEGIC OPPORTUNITIES FUND seeks to achieve capital appreciation by
investing    primarily     in securities of companies believed by FMR to
involve a "special situation."    Under normal conditions, the fund will
invest at least 65% of its total assets in companies involving a special
situation. FMR intends to invest primarily in common stocks; however, it
may also invest in debt securities of all types and quality if FMR believes
that investing in these securities will result in capital appreciation. The
fund may invest up to 30% of its assets in foreign investments.    
EQUITY INCOME    FUND     seeks a yield from dividend and interest income
which exceeds the composite dividend yield on securities comprising the S&P
500. In addition, consistent with the primary objective of obtaining
dividend and interest income, the fund will consider the potential for
achieving capital appreciation.
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.
EMERGING MARKETS INCOME FUND seeks a high level of current income by
investing primarily in debt securities and other instruments of issuers in
emerging markets. As a secondary objective, the fund seeks capital
appreciation.
HIGH YIELD FUND seeks a combination of a high level of income and the
potential for capital gains by investing in a diversified portfolio
consisting primarily of high-yielding, fixed-income and zero coupon
securities, such as bonds, debentures and notes, convertible securities and
preferred stocks.
STRATEGIC INCOME FUND seeks a high level of current income by investing
primarily in debt securities. The fund may also seek capital appreciation.
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.
LIMITED TERM BOND FUND seeks to provide a high rate of income through
investment primarily in investment-grade fixed income obligations.
SHORT FIXED-INCOME FUND seeks to obtain a high level of current income,
consistent with the preservation of capital, by investing primarily in a
broad range of investment-grade fixed-income securities. Where appropriate
the fund will take advantage of opportunities to realize capital
appreciation.
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. 
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 fund invests in municipal obligations
judged by FMR to be essentially the same quality as those rated within the
three highest rating categories by Moody's and S&P. The fund may invest up
to 20% of its total assets in municipal obligations which are unrated by
Moody's and S&P,    but     judged by FMR to meet the fund's quality
standard.    Under normal conditions, at least 80% of the fund's assets
will be invested in obligations having remaining maturities of 15 years or
less. The fund maintains a dollar-weighted average maturity of 10 years or
less.     
SHORT   -    INTERMEDIATE TAX-EXEMPT FUND seeks as high a level of current
income, exempt from federal income tax, as is consistent with preservation
of capital.        
With respect to 75% of its total assets, each of Overseas,    Global
Resources,     Growth Opportunities, Equity Income, Income & Growth, High
Yield,    Government Investment,     Limited Term Bond, Short
Fixed-Income   ,        High Income Municipal and Limited Term
Tax-Exempt     may not    purchase a security if, as a result,     more
than 5%    would be invested in the securities of  a single issuer.    
With respect to 100% of its assets, each of Equity Portfolio Growth and
Strategic Opportunities may not    purchase a security if, as a result,    
more than 5%    would be invested     in any one issuer.
With respect to 75% of its total assets, each of Overseas,    Global
Resources,     Growth Opportunities, Equity        Income, Income & Growth,
High Yield,    Government Investment,     Limited Term Bond, Short
Fixed-Income    and        High Income Municipal     may not purchase   
    more than 10% of the outstanding voting securities of a single issuer.
With respect to 100% of its assets, each of Equity Portfolio Growth,
   Strategic Opportunities, and     Limited Term Tax-Exempt may not
purchase more than 10% of the outstanding voting securities of a single
issuer.
Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of each fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in the
applicable class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services for certain of the funds. Each fund also
pays OTHER EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse    a fund     for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by each fund if expenses fall below the specified limit prior to
the end of the fiscal year. Reimbursement arrangements, which may be
terminated at any time without notice, can decrease each fund's expenses
and boost its performance.
MANAGEMENT FEE
The MANAGEMENT FEE is calculated and paid to FMR every month. The fee for
Equity Portfolio Growth, Global Resources, Income & Growth,    Emerging
Markets Income, High Yield, Government Investment,     Strategic Income,
Limited Term Bond, Short Fixed-Income,  High Income Municipal, Limited Term
Tax-Exempt, and Short-Intermediate Tax-Exempt is calculated by adding a
group fee rate to an individual fee rate, and multiplying the result by
each fund's average net assets. The fee for Overseas, Growth Opportunities
and Strategic Opportunities is determined by taking a BASIC FEE and then
applying a PERFORMANCE ADJUSTMENT. The performance adjustment either
increases or decreases the management fee, depending on how well each fund
has performed relative to the Morgan Stanley Capital International Europe
Australia, Far East Index for Overseas or the S&P 500 for each of Growth
Opportunities and Strategic Opportunities. 
Equity Income pays FMR    a     monthly management fee at a    flat    
annual rate of 0.50% of its average net assets.
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. For Overseas, Equity Portfolio Growth,    Global
Resources, Growth Opportunities,     Strategic Opportunities,    and
    Income & Growth (the Equity Funds)   ,     this rate cannot rise above
0.52%, it drops as total assets under management increase. For Emerging
Markets, High Yield,    Strategic Income, Government Investment,
    Limited Term Bond, Short Fixed-Income,  High Income Municipal, Limited
Term Tax-Exempt and Short-Intermediate Tax-Exempt (the Bond Funds) this
rate cannot rise above 0.37%, and it drops as total assets under management
increase. The basic fee rate (calculated monthly) is calculated by adding a
group fee rate to an individual fund fee rate, and multiplying the result
by each fund's average net assets.
The performance adjustment rate is calculated monthly by comparing each of
Overseas', Growth Opportunities' and Strategic Opportunities' performance
to that of the respective indices over the most recent 36-month period. The
difference is translated into a dollar amount that is added to or
subtracted from the basic fee. The maximum annualized performance
adjustment rate is +/- 0.20%.
Investment performance will be measured separately for each class of shares
offered by Strategic Opportunities, and the least of the three results
obtained will be used in calculating the performance adjustment. 
   The basic fee rate for fiscal 1994 was 0.77% for Overseas, 0.62% for
Growth Opportunities and 0.62% for Strategic Opportunities.     For
Overseas    and Global Resources     this rate was higher than that of most
other 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. 
 
<TABLE>
<CAPTION>
<S>                                    <C>               <C>                  <C>                  
                                           Group
           Individual
          Total Fee 
       
                                          Fee Rate           Fund Fee
           Manageme          
                                                             Rate                nt                
 
   Overseas                                0.32%             0.45%                0.80%            
 
   Equity Portfolio Growth                 0.32%             0.32%[A]             0.64%[A]         
 
   Global Resources                        0.32%             0.45%                0.77%            
 
   Growth Opportunities                    0.32%             0.30%                0.69%            
 
   Strategic Opportunities                 0.32%             0.30%                0.67%[C]         
 
   Income & Growth                         0.32%             0.20%                0.52%            
 
   Emerging Markets Income                 0.16%             0.55%                0.70%[C]         
 
   High Yield                              0.15%             0.45%                0.60%            
 
   Strategic Income                        0.16%             0.45%                0.60%[C]         
 
   Government Investment                   0.16%             0.30%                0.46%            
 
   Limited Term Bond                       0.16%             0.25%[B]             0.41%            
 
   Short Fixed-Income                      0.16%             0.30%                0.46%            
 
   High Income Municipal                   0.16%             0.25%                0.41%            
 
   Limited Term Tax-Exempt                 0.16%             0.25%                0.41%            
 
   Short-Intermediate Tax-Exempt           0.16%             0.25%                0.41%[C]         
 
</TABLE>
 
   [A] EFFECTIVE AUGUST 1, 1994, FMR VOLUNTARILY AGREED TO REDUCE THE
FUND'S MANAGEMENT FEE FROM 0.33% TO 0.30%. IF THIS REDUCTION WERE NOT IN
EFFECT, DURING FISCAL 1994, THE TOTAL FEE WOULD HAVE BEEN 0.65%.    
   [B] ON DECEMBER 14, 1994, SHAREHOLDERS OF THE FUND APPROVED AN INCREASE
FOR THE INDIVIDUAL FUND FEE RATE FROM 0.25% TO 0.30% EFFECTIVE FEBRUARY 24,
1995. IF THIS INCREASE WERE IN EFFECT DURING FISCAL 1994, THE TOTAL FEE
WOULD HAVE BEEN 0.46%    
   [C] ANNUALIZED.    
FMR HAS SUB-ADVISORY AGREEMENTS with four affiliates: FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA in turn has a sub-advisory agreement with FIIAL
U.K. These sub-advisers are compensated for providing FMR with investment
research and advice on issuers based outside the United States. FMR pays
FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively, of the
costs of providing these services. FMR pays FIJ and FIIA a fee equal to 30%
of its management fee rate associated with investments for which the
sub-adviser provided investment advice.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal to 50%
of its management fee rate with respect to a fund's investments that the
sub-adviser manages on a discretionary basis. FIIA pays FIIAL U.K. a fee
equal to 110% of the cost of providing these services.    For fiscal 1994,
FMR, on behalf of each fund, paid FMR U.K., FMR Far East, F1J and FIIA fees
amounting to less than 0.01% of each fund's average net assets. Limited
Term Bond, did not pay fees to either FMR U.K., FMR Far East, FIJ or FIIA
for fiscal 1994.    
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
State Street performs certain transfer agency, dividend disbursing and
shareholder services for Class A of Overseas, Equity    Portfolio
    Growth,    Global Resources, Growth Opportunities,     Strategic
Opportunities,    Equity Income,     Income & Growth, Emerging Markets
Income,    High Yield,     Strategic Income,    Government Investment,
    Limited Term Bond and Short Fixed-Income (the Taxable Funds). FIIOC
performs certain transfer agency, dividend disbursing and shareholder
services for Class B of the Taxable Funds. FSC calculates the NAV and
dividends for each class of the Taxable Funds, maintains the general
accounting records for the Taxable Funds and administers the securities
lending program for each of the Taxable Funds (except for Government
Investment). In fiscal 1994, fees paid by Class    A to State Street amount
to 0.43% for Overseas, 0.20% for Equity Portfolio Growth, 0.42% for Global
Resources, 0.22% for Growth Opportunities, 0.39% (annualized) for Strategic
Opportunities, 0.38% for Equity Income, 0.20% for Income & Growth, 0.36%
(annualized) for Emerging Markets Income, 0.24% for High Yield, 0.39%
(annualized) for Strategic Income, 0.30% for Limited Term Bond, 0.55% for
Government Investment, 0.22% for Short Fixed-Income, of Class A average net
assets. In fiscal 1994, fees paid by Class B (annualized) to FIIOC amounted
to 0.66% for Strategic Opportunities, 0.51% for Equity Income, 0.86% for
Emerging Markets Income, 0.40% for High Yield, 0.16% for Strategic Income,
0.45% for Government Investment, and 0.50% for Limited Term Bond. In fiscal
1994, fees paid to FSC amounted to 0.06% for Overseas, 0.04% for Equity
Portfolio Growth, 0.06% for Global Resources, 0.02% for Growth
Opportunities, 0.06% (annualized) for Strategic Opportunities, 0.06% for
Equity Income, 0.03% for Income & Growth, 0.21% (annualized) for Emerging
Markets Income, 0.04% for High Yield, 0.43% for Strategic Income, 0.05% for
Government Investment, 0.04% for Limited Term Bond, and 0.03% for Short
Fixed-Income.    
UMB has entered into sub-arrangements with State Street pursuant to which
State Street performs certain transfer agency, dividend disbursing and
shareholder services for Class A shares of High Income Municipal, Limited
Term Tax-Exempt and Short-Intermediate Tax-Exempt (the
   T    ax-   F    ree    F    unds). UMB has entered into sub-arrangements
with FIIOC pursuant to which FIIOC performs certain transfer agency,
dividend disbursing and shareholder services for Class B shares of the Tax
Free Funds. UMB has entered into sub-arrangements with FSC pursuant to
which FSC calculates the NAV and dividends for    each class     of the Tax
Free Funds, and maintains each    of the Tax-Free Fund's     general
accounting records. All of the fees are paid to State Street, FIIOC, and
FSC by UMB, which is reimbursed by the applicable class or fund, as
appropriate, for such payments.    In fiscal 1994, fees paid by UMB to
State Street on behalf of the Class A shares amounted to 0.15% for High
Income Municipal, 0.18% for Limited Term Tax-Exempt, and 0.11% (annualized)
for Short-Intermediate Tax-Exempt, of Class A' s average net assets.     In
fiscal 1994, fees paid by UMB to FIIOC on behalf of the Class B shares
amounted to    0.28    %    (annualized)for     High Income Municipal,
   and 0.25    %    (annualized) for     Limited Term Tax-Exempt    of
Class B's     average net assets   .        In fiscal 1994     fees paid by
UMB to FSC amounted to    0.04    %    for     High Income Municipal   ,
0.07    %    for     Limited Term Tax-Exempt    and 0.42% (annualized) for
Short-Intermediate Tax-Exempt, of each fund's average net assets    .
State Street has also entered into sub-arrangements with FIIOC pursuant to
which FIIOC performs certain transfer agency, dividend disbursing and
shareholder services for Class A shares. State Street pays FIIOC a portion
of its fee for Class A accounts for which FIIOC provides limited services,
or its full fee for Class A accounts that FIIOC maintains on its behalf. 
Class A shares of each fund have adopted a DISTRIBUTION AND SERVICE PLAN.
Under the Plans, Class A of each fund is authorized to pay    FDC     a
monthly distribution fee as compensation for its services and expenses in
connection with the distribution of Class A shares and providing personal
service to and/or maintenance of Class A shareholder accounts. Class A of
Equity Portfolio Growth and Equity Income may pay    FDC     a distribution
fee at an annual rate up to 0.75% of its average net assets, or such lesser
amount as the Trustees may determine from time to time. Class A of Emerging
Markets Income,    High Yield,     Strategic Income,    Government
Investment,     Limited Term Bond, High Income Municipal, Limited Term
Tax-Exempt, Short Fixed-Income and Short-Intermediate Tax-Exempt may pay
   FDC     a distribution fee at an annual rate up to 0.40% of its average
net assets, or such lesser amount as the Trustees may determine from time
to time. Class A of each of Overseas,    Equity Portfolio Growth, Global
Resources,     Growth Opportunities, Strategic Opportunities, Equity
Income,    and     Income & Growth currently pays    FDC     monthly at an
annual rate of 0.65%    of average net assets    ; and Class A of each of
Emerging Markets Income,    High Yield,     Strategic Income, Government
Investment,    Limited Term Bond,     High Income Municipal    and
    Limited Term Tax-Exempt currently pays    FDC     at an annual rate of
0.25%    of average net assets    ; and Class A of    each of     Short
Fixed-Income and Short-Intermediate Tax-Exempt    currently     pays    FDC
monthly at an annual rate of      0.15% of each of its average net
assets   . For purposes of calculating the distribution fee, average net
assets are determined at the close of business on each day throughout the
month    . The distribution fee may be increased only when the Trustees
believe that it is in the best interest of the applicable class's
shareholders to do so. 
Up to the full amount of the Class A distribution fee may be reallowed to
Investment Professionals based upon the level of marketing and distribution
services provided.
Class B shares of Strategic Opportunities,    Equity Income, Emerging
Markets Income,     High Yield,    Strategic Income, Government Investment,
    Limited Term Bond   ,        High Income Municipal and     Limited Term
Tax-Exempt        have also adopted a DISTRIBUTION AND SERVICE PLAN. Under
the Class B Plans, Class B of    each     fund is authorized to pay
   FDC     a monthly distribution fee as compensation for its services and
expenses in connection with the distribution of Class B    shares of each
fund    . Class B    of each fund     currently pays the distributor
monthly at an annual rate of 0.75% of its average net assets determined at
the close of business on each day throughout the month. In addition,
pursuant to each Class B Plan, Investment Professionals are compensated at
an annual rate of 0.25% of average net assets of Class B shares for
providing personal service to and/or maintenance of Class B shareholder
accounts.
The Plans also specifically recognize that FMR may make payments from its
management fee, revenue, past profits or other resources to Investment
Professionals for their services to each Class's shareholders.
Each fund also pays other expenses, such as legal, audit, and custodian
fees; in some instances   ,     proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity. A
broker-dealer may use a portion of the commission paid by    a     fund to
reduce a fund's custodian or transfer agent fees.
The portfolio turnover rate for fiscal 1994 was    34    % for Overseas,
   137% for Equity Portfolio Growth, 125% for Global Resources, 43    % for
Growth Opportunities,    228    %    (annualized)     for Strategic
Opportunities,    140    % for Equity Income,    202    % for Income &
Growth,    354    %    (annualized)     for Emerging Markets Income,
   118    % for High Yield,    104% (annualized) for Strategic Income,    
   68    % for Limited Term Bond,    313    % for Government Investment,
   108% for Short Fixed-Income, 38    % for High Income Municipal,
   53    % for Limited Term Tax-Exempt,  and    111    %    (annualized)
    for Short-Intermediate Tax-Exempt. These rates vary from year to year.
High turnover rates increase transaction costs and may increase taxable
capital gains. FMR considers these effects when evaluating the anticipated
benefits of short-term investing.       
   YOUR ACCOUNT    
 
 
TYPES OF ACCOUNTS
   Read your Investment Professional's program materials in conjunction
with this prospectus for additional service features or fees that may
apply. Certain features of the funds, such as minimum initial or subsequent
investment amounts, may be modified in these programs, and administrative
charges may be imposed for the services rendered.    
The different ways to set up (register) your account with Fidelity are
listed below.
The account guidelines that follow may not apply to certain funds or to
certain retirement accounts. For instance, tax-free funds are not available
for purchase in retirement accounts. If your employer offers a fund through
a retirement program, contact your employer for more information.
Otherwise   ,     call your Investment Professional directly.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
   TAX FREE FUNDS ARE NOT AVAILABLE FOR RETIREMENT ACCOUNTS.    
   TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES     
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums.
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans.
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements.
(solid bullet) 401(K) PLANS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
   (solid bullet) MONEY PURCHASE/PROFIT SHARING PLANS (Keogh Plans) are
tax-deferred pension accounts designated for employees of unincorporated
businesses or for persons who are self-employed.    
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).    Contact your investment
professional    
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
   Contact your Investment Professional.    
HOW TO BUY SHARES
Once each business day, two share prices are calculated for Class A shares
of each fund: the offering price and the NAV. The offering price for Class
A shares includes a front-end sales charge, which you pay when you buy
Class A shares, unless you qualify for a reduction or waiver as described
on page        . When you buy Class A shares at the offering price, the
   t    ransfer    a    gent deducts the applicable sales charge and
invests the rest at NAV. Each fund's Class B NAV is also calculated every
business day. Class B shares of each fund are sold without a front-end
sales charge and may be subject to a CDSC upon redemption. For information
on how the CDSC is calculated, see "   Transactions Details    ," page   
    .
Shares are purchased at the next    offering price or NAV, as
applicable,     calculated after your investment is received and accepted.
The offering price and NAV are normally calculated at 4   :00     P.M.
Eastern    t    ime.
If you are placing your order through an Investment Professional, it is the
responsibility of your Investment Professional to transmit your order to
buy shares to the appropriate    t    ransfer    a    gent before 4:00 p.m.
Eastern time.
   The transfer agent     must receive payment within five business days
after an order for shares is placed; otherwise your purchase order may be
canceled and you could be held liable for resulting fees and/or losses.
   Share certificates may be available for Class A shares upon request
only. Share certificates are not available for Class B shares.    
IF YOU ARE NEW TO THE FIDELITY ADVISOR    F    UNDS, complete and sign an
account application and mail it along with your check. If there is no
account application accompanying this prospectus, call your Investment
Professional.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY ADVISOR FUND, you can:
(small solid bullet) Mail an account application with a check, 
(small solid bullet) Wire money into your account,
(small solid bullet) Open    an     account by exchanging from the same
class of another Fidelity Advisor fund, or
(small solid bullet) Contact your Investment Professional.
   If you are investing through a tax-sheltered retirement plan, such as an
IRA, for the first time, you will need a special application. Contact your
Investment Professional for more information and a retirement account
application.    
MINIMUM INVESTMENTS
       
TO OPEN AN ACCOUNT $2,500
For Fidelity Advisor retirement accounts $ 500   
Through automatic investment plans $1,000    
TO ADD TO AN ACCOUNT $250
For Fidelity Advisor retirement accounts $100
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity Advisor retirement accounts None
PURCHASE AMOUNTS OF MORE THA   N     $250,000 WILL NOT BE ACCEPTED FOR
CLASS B SHARES.
For further information on opening an account, please consult your
   I    nvestment    P    rofessional or refer to the account application.
 
 
 
<TABLE>
<CAPTION>
<S>                            <C>                         <C>                                                                     
                                      TO OPEN AN ACCOUNT   TO ADD TO AN ACCOUNT                                                    
 
PHONE                             (small solid bullet) 
                               Contact your Investment 
                               Professional                  (small solid bullet) Contact your Investment Professional or,        
YOUR INVESTMENT PROFESSIONAL      or, if you are investing 
                               through a                     if you are investing through a                                       
                                  Broker-Dealer or 
                               Insurance                     Broker-Dealer or Insurance                                           
                                  Representative call 
                               1-800-522-7297.               Representative call 1-800-522-7297. If                               
                                  If you are investing 
                              through a Bank                 you are investing through a Bank                                     
                                  Representative call 
                               1-800-843-3001.               Representative call 1-800-843-3001.                                  
                               (small solid bullet) 
                               Exchange from    the same 
                               class of                   (small  solid bullet) Exchange from    the same class of     another     
                                      another Fidelity 
                               Advisor fund account       Fidelity Advisor fund account with the                                  
                               with the same registration, 
                               including                  same registration, including name,                                      
                               name, address, and 
                               taxpayer ID                address, and taxpayer ID number.                                        
                               number.    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                         <C>                                                             
Mail (mail_graphic)   (small solid bullet) Complete and sign the 
                      account                                     (small solid bullet) Make your check payable to the complete    
                      application. Make your check payable         name of the fund of your choice    and note                     
                      to the complete name of the fund of             the applicable class    . Indicate your fund                 
                      your choice    and note the applicable       account number on your check and mail                           
                         class    . Mail to the    appropriate 
                          address                                  to the address printed on your account                          
                      indicated on the application.                statement.                                                      
                                                                   (small solid bullet) Exchange by mail: call your Investment     
                                                                    Professional for instructions.                                  
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                     <C>                                                         
In Person (hand_graphic)   (small solid bullet) Bring your account 
                           application and                         (small solid bullet) Bring your check to your Investment    
                           check to your Investment                 Professional.                                               
                           Professional.                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                         <C>                                                           
Wire (wire_graphic)   (small solid bullet)    Not available       (small solid bullet)    If you are investing through a        
                                                                     Broker-Dealer or Insurance                                 
                                                                     Representative, wire to:
                                  
                                                                              State Street Bank & Trust Co.
                    
                                                                       Routing # 011000028
                                     
                                                                     ATTN:  Custody & Shareholder                               
                                                                     Services Division
                                         
                                                                     CREDIT:  Fund Name
                                        
                                                                       DDA# 99029084
                                           
                                                                     FBO: (Account name) 
                                      
                                                                       (Account number)                                         
                                                                     If you are investing through a Bank                        
                                                                     Representative, wire to:
                                  
                                                                       Banker's Trust Co.
                                      
                                                                       Routing # 021001033
                                     
                                                                       Fidelity Advisor DART System
                            
                                                                       A/C #00159759
                                           
                                                                     FBO: (Account name)
                                       
                                                                       (Account number)
                                        
                                                                         Specify the complete name of the fund of               
                                                                  your choice    and note the applicable class,                 
                                                                  and include your account number and                           
                                                                  your name.                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                   <C>                                                     
Automatically (automatic_graphic)   (small solid bullet) Not available.   (small solid bullet) Use Fidelity Advisor Systematic    
                                                                          Investment Program. Sign up for this                    
                                                                          service when opening your account, or                   
                                                                          call your Investment Professional to begin              
                                                                          the program.                                            
 
</TABLE>
 
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted    by the
transfer agent    , less any applicable CDSC.    NAV is normally calculated
at 4:00 p.m. Eastern time.    
TO SELL SHARES IN A FIDELITY ADVISOR RETIREMENT ACCOUNT,    your request
must be made in writing, except for exchanges to other eligible Fidelity
funds, which can be requested by phone or in writing. For a retirement
distribution form contact your Investment Professional or, if you purchased
your shares through a Broker-Dealer or Insurance Representative, call
1-800-522-7297. If you purchased your shares through a Bank Representative,
call 1-800-843-3001.    
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR NON-RETIREMENT ACCOUNT SHARES,
leave at least $1,000 worth of shares in the account to keep it open.
TO SELL SHARES BY BANK WIRE you will need to sign up for these services in
advance.
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply:
(small solid bullet) You wish to redeem more than $100,000 worth of shares,
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address),
(small solid bullet) The check is being made payable to someone other than
the account owner, 
   (small solid bullet) The redemption proceeds are being transferred to a
Fidelity Advisor account with a different registration, or    
   (small solid bullet) You wish to have redemption proceeds wired to a
non-predesignated bank account.    
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
SELLING SHARES IN WRITING
Write a "letter of instruction" with:
(small solid bullet) Your name,
(small solid bullet) The fund's name,
(small solid bullet) The applicable class name,
(small solid bullet) Your fund account number,
(small solid bullet) The dollar amount or number of shares to be redeemed,
   signed certificates (if applicable),     and
   (small solid bullet) Any other applicable requirements listed in the
following table.    
   Deliver your letter to your Investment Professional, or mail it to the
following address:    
   (small solid bullet) If you purchase your shares through a Broker-Dealer
or Insurance Representative:    
   Fidelity Advisor Funds
P.O. Box 8302
Boston, MA 02266-8302    
   (small solid bullet) If you purchased your shares through a Bank
Representative:    
   Fidelity Investments Institutional Operations Co.
82 Devonshire Street ZR5
Boston, MA 02109    
   Unless otherwise instructed, the transfer agent will send a check to the
record address.     
CHECKWRITING
If you have a checkbook for your account in Short Fixed-Income    or    
Short-Intermediate Tax-Exempt, you may write an unlimited number of checks.
The minimum amount for a check is $500. Do not, however, try to close out
your account by check. 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
 
 
<TABLE>
<CAPTION>
<S>                          <C>                           <C>                                                                      
PHONE                        All account types except 
                             retirement                   (small solid bullet) Maximum check request: $100,000.                    
YOUR INVESTMENT 
PROFESSIONAL                                                                                                                    
                                               
 
(phone_graphic)              All account types             (small solid bullet) You may exchange to the same class                  
                                                           of other Fidelity Advisor funds if both                                  
                                                           accounts are registered with the                                         
                                                           same name(s), address, and                                               
                                                           taxpayer ID number.                                                      
 
Mail or in Person 
(mail_graphic)(hand_graphic) Individual, Joint Tenant,     (small solid bullet) The letter of instruction    (with signature        
                             Sole Proprietorship,             guaranteed)     must be signed by all                                 
                             UGMA, UTMA                    persons required to sign for                                             
                                                           transactions, exactly as their names                                     
                             Retirement account            appear on the account    and sent to                                     
                                                              your Investment Professional or the                                   
                                                              transfer agent    .                                                   
                                                           (small solid bullet) The account owner should complete                   
                                                           a retirement distribution form.                                          
                                                              Contact your Investment         
                                                              Professional or, if you purchased                                     
                                                              your shares through a Broker-Dealer                                   
                                                              or Insurance Representative, call                                     
                                                              1-800-522-7297. If you purchased                                      
                                                              your shares through a Bank                                            
                                                              Representative, call 1-800-843-3001.                                  
 
                            Trust                          (small solid bullet) The trustee must sign the letter                    
                                                           indicating capacity as trustee. If the                                   
                                                           trustee's name is not in the account                                     
                                                           registration, provide a copy of the trust                                
                                                           document certified within the last 60                                    
                                                           days.                                                                    
 
                           Business or Organization        (small solid bullet) At least one person authorized by                   
                                                           corporate resolution to act on the                                       
                                                           account must sign the letter.                                            
 
                          Executor, Administrator,         (small solid bullet)    For instructions contact your                    
                          Conservator/Guardian                Investment Professional or, if you                                    
                                                              purchased your shares through a                                       
                                                              Broker-Dealer or Insurance                                            
                                                              Representative, call 1-800-522-7297.                                  
                                                              If you purchased your shares through                                  
                                                              a Bank Representative, call                                           
                                                              1-800-843-3001.                                                       
 
Wire (wire_graphic)    All account types except retirement    (small solid bullet) You must sign up for the wire feature            
                                                              before using it. To verify that it is in                              
                                                              place, contact your Investment                                        
                                                              Professional or, if you purchased                                     
                                                              your shares through a Broker-Dealer                                   
                                                              or Insurance Representative, call                                     
                                                              1-800-522-7297. If you purchased                                      
                                                              your shares through a Bank                                            
                                                              Representative, call 1-800-843-3001.                                  
                                                              Minimum wire: $500.00.                                                
                                                           (small solid bullet) Your wire redemption request must                   
                                                           be received by the    t    ransfer    a    gent                          
                                                           before 4:00 p.m. Eastern time for                                        
                                                           money to be wired on the next                                            
                                                           business day.                                                            
 
Check (check_graphic)    For all non-retirement Short      (small solid bullet) Minimum check: $   500    .                         
                        Fixed-Income and short-
                     Intermediate                          (small solid bullet) All account owners must sign a                      
                        Tax-Exempt accounts only.          signature card to receive a                                              
                                                           checkbook.                                                               
 
</TABLE>
 
   TELEPHONE REDEMPTIONS CANNOT BE PROCESSED FOR FIDELITY ADVISOR FUND
PROTOTYPE RETIREMENT ACCOUNTS WHERE STATE STREET BANK AND TRUST COMPANY IS
THE CUSTODIAN.    
INVESTOR SERVICES
Fidelity Advisor    f    unds provide a variety of services to help you
manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the    t    ransfer    a    gent sends to you
include the following:
(small solid bullet) Confirmation statements (after every transaction that
affects your account balance or your account registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be
mailed   ,     even if you have more than one account in the fund. Call
your Investment Professional if you need additional copies of financial
reports.
TRANSACTION SERVICES
EXCHANGE PRIVILEGE. You may sell your shares and buy shares of the same
class of other Fidelity Advisor funds by telephone or in writing. The Class
A shares you exchange will carry credit for any front-end sales charge you
previously paid in connection with their purchase.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page
       .
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM lets you set up periodic
redemptions from your account.    Only Class A shares are eligible for this
program.     Because of Class A'        s front-end sales charge, you may
not want to set up a systematic withdrawal plan during a period when you
are buying Class A shares on a regular basis.
One easy way to pursue your financial goals is to invest money regularly.
Fidelity Advisor    f    unds offer convenient services that let you
transfer money into your fund account, or between fund accounts,
automatically. While regular investment plans do not guarantee a profit and
will not protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses, and
other long-term financial goals. Certain restrictions apply for retirement
accounts. Call your Investment Professional for more information.
REGULAR INVESTMENT PLANS
FIDELITY ADVISOR SYSTEMATIC INVESTMENT PROGRAM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY ADVISOR FUND
 
 
 
<TABLE>
<CAPTION>
<S>                               <C>                    <C>                                                                        
                 
   MINIMUM      MINIMUM          FREQUENCY              SETTING UP OR CHANGING                                                  
   INITIAL  SUBSEQUENT            Monthly, bimonthly,    (small solid bullet) For a new account, complete the appropriate 
                                                         section on the              
   $1,000      $100[A]            quarterly,             application. 
                                  or semi-annually       (small solid bullet) For existing accounts, call your Investment
                                                         Professional for an         
                                                         application.  
                                                         (small solid bullet) To change the amount or frequency of your 
                                                         investment,    contact        
                                                            your Investment Professional directly or, if you purchased 
                                                         your                           
                                                            shares through a Broker-Dealer or Insurance Representative, 
                                                         call                          
                                                            1-800-522-7297. If you purchased your shares through a Bank     
                                                            Representative, call 1-800-843-3001. Call at least 10 business     
                                                            days prior to your next scheduled investment date. (20 business     
                                                            days if you purchased your shares through a bank)          
 
</TABLE>
 
FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND OR A FIDELITY ADVISOR FUND
TO ANOTHER FIDELITY ADVISOR FUND,
 
<TABLE>
<CAPTION>
<S>       <C>                   <C>                                                                                          
MINIMUM   FREQUENCY             SETTING UP OR CHANGING                                                                       
$100      Monthly, quarterly,   (small solid bullet) To establish, call your Investment Professional after both              
          semi-annually, or     accounts are opened.                                                                         
          annually              (small solid bullet) To change the amount or frequency of your investment,    contact        
                                   your Investment Professional directly or, if you purchased your                           
                                   shares through a Broker-Dealer or Insurance Representative, call                          
                                   1-800-522-7297. If you purchased your shares through a Bank                               
                                   Representative, call 1-800-843-3001.                                                      
                                   (small solid bullet) The account from which the exchanges are to be processed must        
                                   have a minimum balance of $10,000. The account into which the                             
                                   exchange is being processed must have a minimum of $1,000.                                
                                   (small solid bullet) Call at least 2 business days prior to your next scheduled           
                                   exchange date..                                                                           
 
</TABLE>
 
[A] BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE
APPROPRIATE CHOICES        FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net income and capital gains
to shareholders each year. Each fund pays capital gains, if any, in
December and may pay additional capital gains after the close of its fiscal
year. Normally, dividends for Equity Income and Income & Growth are
distributed in March, June, September and December; dividends    for
    Overseas,    Equity Portfolio Growth, Global Resources,     Growth
Opportunities and Strategic Opportunities are distributed in December;
dividends for Equity Portfolio Growth    and Equity Income may also be
    are distributed in January; dividends for Emerging Markets Income,
Strategic Income, High Yield, Limited Term Bond, Government Investment,
Short Fixed-Income, High Income Municipal, Limited Term Tax-Exempt and
Short-Intermediate Tax-Exempt are declared daily and paid monthly.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The funds offer    four     options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the same class of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the same class of the
fund, but you will be sent a check for each dividend distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions.
4. DIRECTED DIVIDENDS    PROGRAM(registered trademark)    . Your dividend
and capital gain distributions will be automatically invested in the same
class of shares of another identically registered Fidelity Advisor fund.
   If you select distribution option 2 or 3 and the U.S. Postal Service
cannot deliver your checks, or if your checks remain uncashed for six
months, those checks will be reinvested in your account at the current NAV
and your election may be converted to the Reinvestment Option. You may
change your distribution option at anytime by notifying the transfer agent
in writing.    
 FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59  years old, you can receive distributions in cash.
Shares purchased through reinvestment of dividend and capital gain
distributions are not subject to a sales charge. If you direct Class A
distributions to a fund with a 4.75% front-end sales charge, you will not
pay a sales charge on those purchases.
When each of Overseas, Equity Portfolio Growth,    Global Resources    ,
   Growth Opportunities,     Strategic Opportunities,    Equity Income    
and Income & Growth deducts a distribution from its NAV, the reinvestment
price is the applicable fund's NAV at the close of business that day.
Dividends from Emerging Markets Income, High Yield, Strategic Income,
   Government Investment,     Limited Term Bond, Short Fixed-Income, High
Income Municipal, Limited Term Tax-Exempt and Short-Intermediate Tax-Exempt
will be reinvested at the applicable fund's NAV on the last day of the
month. Capital gain distributions from these funds will be reinvested at
the NAV as of the date the applicable fund deducts the distributions from
its NAV. Distribution checks will be mailed within seven days, or longer
for a December ex-dividend date.
TAXES
As with any investment, you should consider how an investment in the funds
could affect you. Below are some of the funds' tax implications. If your
account is not a tax-deferred retirement account, be aware of these tax
implications. 
TAXES ON DISTRIBUTIONS. Interest income that High Income Municipal, Limited
Term Tax-Exempt   ,     and Short-Intermediate Tax-Exempt earn is
distributed to shareholders as income dividends. Interest that is federally
tax-free remains tax-free when it is distributed. Distributions from
Overseas, Equity Portfolio Growth,     Global Resources, Growth
Opportunities,     Strategic Opportunities,    Equity Income,    Income &
Growth, Emerging Markets Income,    High Yield,     Strategic Income,
   Government Investment,     Limited Term Bond    and     Short
Fixed-Income   ,     however, are subject to federal income tax and may
also be subject to state or local taxes. If you live outside the United
States, your distributions from these funds could also be taxed by the
country in which you reside. 
For federal tax purposes    income and short-term capital gain
distributions    ,    for each of     Overseas, Equity Portfolio
Growth,   Global Resources,         Growth Opportunities,     Strategic
Opportunities,    Equity Income,     Income & Growth, Emerging Markets
Income,    High Yield,     Strategic Income,    Government Investment,
    Limited Term Bond    and     Short Fixed-Income are taxed as dividends;
long-term capital gain distributions are taxed as long-term capital gains.
Mutual fund dividends from U.S. government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qua   lify     for the benefit.
In addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
However, for shareholders of High Income Municipal, Limited Term Tax-Exempt
and Short-Intermediate Tax-Exempt, gain on the sale of tax-free bonds
results in taxable distributions. Short-term capital gains and a portion of
the gain on bonds purchased at a discount are taxed as dividends   ;    
   l    ong-term capital gain distributions, if any, are taxed as long-term
capital gains. 
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, the    transfer agent     will send you and the IRS a
statement showing the taxable distributions paid to you in the previous
year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. High Income Municipal may invest so that up to
100% of its income    and Short-Intermediate Tax-Exempt may invest so that
up to 20% of its income     is derived from these securities. Individuals
who are subject to the tax must report this interest on their tax returns.
A portion of    the dividends from High Income Municipal,     Limited Term
Tax-Exempt, and Short-Intermediate Tax-Exempt's may be free from state or
local taxes. Income from investments in your state are often tax-free to
you. Each year, the    transfer agent     will send you a breakdown of
income from each state to help you calculate your taxes.
During fiscal 1994,    100    % of    the income dividends from     High
Income Municipal,        Limited Term    T    ax-Exempt and 
Short-Intermediate Tax-Exempt's were free from federal income tax. And
during fiscal 1994,    5.63    % of High Income Municipal's    and 11.07%
of Short-Intermediate Tax-Exempt's     income dividends w   ere     subject
to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your redemptions-including exchanges-are subject to
capital gains tax. A capital gain or loss is the difference between the
cost of your shares and the price you receive when you sell them. 
Whenever you sell shares of a fund, the    transfer agent     will send you
a confirmation statement showing how many shares you sold and at what
price. 
You will also receive a consolidated transaction statement at least
quarterly. However, it is up to you or your tax preparer to determine
whether this sale resulted in a capital gain and, if so, the amount of tax
to be paid. BE SURE TO KEEP YOUR REGULAR ACCOUNT STATEMENTS; the
information they contain will be essential in calculating the amount of
your capital gains.
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a capital
gain distribution or dividend distribution, as applicable, from its NAV,
you will pay the full price for the shares and then receive a portion of
the price back in the form of a taxable distribution.
CURRENCY CONSIDERATIONS. For funds that can invest in foreign securities,
if a fund's dividends exceed its taxable income in any year, which is
sometimes the result of currency-related losses, all or a portion of the
fund's dividends may be treated as a return of capital to shareholders for
tax purposes. To minimize the risk of a return of capital, each of these
funds may adjust its dividends to take currency fluctuations into account,
which may cause the dividends to vary. Any return of capital will reduce
the cost basis of your shares, which will result in a higher reported
capital gain or a lower reported capital loss when you sell your shares.
The statement you receive in January will specify if any distributions
included a return of capital.
Undistributed net gains from currency transactions, if any, will generally
be distributed as a separate dividend in December. 
EFFECT OF FOREIGN TAXES.    Foreign governments may impose taxes on a fund
and its investments and these taxes generally will reduce a fund's
distributions. However, an offsetting tax credit or deduction may be
available to you. If so, your tax statement will show more taxable income
or capital gains than were actually distributed by the fund, but will also
show the amount of the available offsetting credit or deduction.    
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments. 
TRANSACTION DETAILS
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Each class's NAV and offering price   , as applicable,     is
calculated as of the close of business of the NYSE, normally 4:00 p.m.
Eastern time.
A CLASS'S NAV is the value of a single share. The NAV of each class is
computed by adding that class'   s     pro rata share of the value    of
    the applicable fund's investments, cash, and other assets, subtracting
that class'   s     pro rata share of the value of the applicable fund's
liabilities, subtracting the liabilities allocated to that class, and
dividing by the number of shares of that class that are outstanding.
Each fund's assets are valued primarily on the basis of market quotations.
Foreign securities are valued on the basis of quotations from the primary
market in which they are traded, and are translated from the local currency
into U.S. dollars using current exchange rates. If quotations are not
available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets are valued by a
method that the Board of Trustees believes accurately reflects fair value.
THE OFFERING PRICE (price to buy one share) is the applicable class's NAV,
plus a sales charge for Class A shares. Class A has a maximum sales charge
of 4.75% (1.50% for Short Fixed-Income and Short-Intermediate Tax-Exempt)
of the offering price. The REDEMPTION PRICE (price to sell one share) is
the applicable class'   s     NAV, minus any applicable CDSC for Class B
shares.
SALES CHARGES AND INVESTMENT PROFESSIONAL
CONCESSIONS    - CLASS A (EXCEPT SHORT FIXED INCOME AND SHORT-INTERMEDIATE
TAX-EXEMPT)    
      Sales Charge as % of               
 
   Amount Invested                 Offering    Net            Investment    
                                   Price       Amount         Profession    
                                               Investe        al            
                                               d              Concession    
                                                              as % of       
                                                              Offering      
                                                              Price         
 
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[A]      
 
SHORT FIXED-INCOME FUND AND
SHORT-INTERMEDIATE TAX-EXEMPT FUND:
Less than $1,000,000    1.50    1.52    1.20%     
                       %       %                  
 
$1,000,000 or more     None    None    See        
                                       Below[A]   
 
[A] INVESTMENT PROFESSIONALS WILL BE COMPENSATED WITH A FEE OF 0.25% FOR
PURCHASES OF $1 MILLION OR MORE IF THE ASSETS ON WHICH THE 0.25% 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 . ALL ASSETS ON WHICH THE 0.25% FEE IS PAID
MUST REMAIN IN CLASS A SHARES OF THE FIDELITY ADVISOR FUNDS, INITIAL
   CLASS SHARES     OF DAILY MONEY FUND: U.S. TREASURY PORTFOLIO, OR SHARES
OF DAILY MONEY FUND: MONEY MARKET PORTFOLIO OR DAILY TAX-EXEMPT MONEY FUND
FOR A PERIOD OF ONE UNINTERRUPTED YEAR, OR THE INVESTMENT PROFESSIONAL WILL
BE REQUIRED TO REFUND THIS FEE TO FDC.
CONTINGENT DEFERRED SALES CHARGE. Class B shares may, upon redemption, be
assessed a CDSC based on the following schedule:
From Date of Purchase   Contingent     
                        Deferred       
                        Sales Charge   
 
Less than 1 year                    4%   
 
1 year to less than 3 years         3%   
 
3 years to less than 4 years        2%   
 
4 years to less than 5 years        1%   
 
5 years to less than 6 years [A]    0%   
 
[A] AFTER A MAXIMUM HOLDING PERIOD OF 6 YEARS, CLASS B SHARES WILL CONVERT
AUTOMATICALLY TO CLASS A SHARES OF THE SAME FIDELITY ADVISOR    F    UND.
SEE "CONVERSION FEATURE" BELOW FOR MORE INFORMATION.
 
Investment    P    rofessionals with which FDC has agreements receive as
compensation from FDC a concession equal to 3% of your purchase    of Class
B shares    .
The CDSC will be calculated based on the lesser of the cost of Class B
shares at the initial date of purchase or the value of Class B shares at
redemption, not including any reinvested dividends or capital gains. In
determining the applicability and rate of any CDSC at redemption, Class B
shares representing reinvested dividends and capital gains, if any, will be
redeemed first, followed by Class B shares that have been held for the
longest period of time. Class B shares acquired through distributions
(dividends or capital gains) will not be subject to a CDSC.
CONVERSION FEATURE. After a maximum holding period of    six     years from
the initial date of purchase, Class B shares convert automatically to Class
A shares of the same Fidelity Advisor    f    und. Conversion to Class A
shares will be made at NAV. At the time of conversion, a portion of the
Class B shares purchased through the reinvestment of dividends or capital
gains (Dividend Shares) will also convert to Class A shares. The portion of
Dividend Shares that will convert is determined by the ratio of your
converting Class B non-Dividend Shares to your total Class B non-Dividend
Shares. (A portion of Class B shares that had been acquired previously by
exchange also may convert, representing the appreciated value of, and/or
reinvested dividends or capital gains earned on, Class B shares prior to
their exchange.)
For more information about the CDSC, including the conversion feature and
the permitted circumstances for CDSC waivers, contact your Investment
Professional.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class A or
Class B shares of a fund, you may reinvest an amount equal to all or a
portion of the redemption proceeds in the same class of the fund or of any
of the other Fidelity Advisor    f    unds, at the NAV next determined
after receipt of your investment order, provided that such reinvestment is
made within 30 days of redemption. Under these circumstances, the dollar
amount of the CDSC you paid on Class B shares will be reimbursed to you by
reinvesting that amount in Class B shares. You must reinstate your shares
into an account with the same registration. This privilege may be exercised
only once by a shareholder with respect to a fund and certain restrictions
may apply. For purposes of the CDSC schedule, the holding period of your
Class B shares will continue as if Class B shares had not been redeemed.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION   ,     you will be asked to certify
that your social security or taxpayer identification number is correct and
that you are not subject to 31% backup withholding for failing to report
income to the IRS. If you violate IRS regulations, the IRS can require a
fund to withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE   :     Fidelity and the
   t    ransfer    a    gent may only be liable for losses resulting from
unauthorized transactions if    they     do not follow reasonable
procedures designed to verify the identity of the caller. Fidelity and the
   transfer agent     will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
the confirmation statements immediately after receipt. If you do not want
the ability to redeem and exchange by telephone, call the    transfer
agent     for instructions. Additional documentation may be required from
corporations, associations and certain fiduciaries.
IF YOU ARE UNABLE TO REACH THE    TRANSFER AGENT     BY PHONE (for example,
during periods of unusual market activity), consider placing your order by
mail. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on    this     page. Purchase orders may be refused if, in FMR's opinion,
they would disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your    shares     will be
p   urchased     at the next    NAV or     offering price   , as
applicable,     calculated after your order is received and accepted    by
the transfer agent    . Note the following: 
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks. 
(small solid bullet) The funds do not accept cash. 
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50.
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees a fund or the
   transfer agent     has incurred.
(small solid bullet) Direct Purchases: You begin to earn dividends as of
the first business day following the day the fund receives payment.
   (small solid bullet) Automated Order Purchases: You begin to earn
dividends as of the business day your order is received and accepted.    
   AUTOMATED ORDERS PURCHASE. Class A and Class B shares of the funds, can
be purchased or sold through Investment Professionals utilizing an
automated order placement and settlement system that guarantees payment for
orders on a specified date.    
TO AVOID THE COLLECTION PERIOD associated with check purchases, consider
buying shares by bank wire, U.S. Postal money order, U.S. Treasury check,
   or     Federal Reserve check.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV, minus any applicable CDSC, calculated after your    order     is
received and accepted. Note the following: 
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Shares of Emerging Markets Income, Strategic Income,
High Yield, Limited Term Bond, Government Investment, Short Fixed-Income,
High Income Municipal, Limited Term Tax-Exempt and Short-Intermediate
Tax-Exempt will earn dividends through the date of redemption; however,
shares redeemed on a Friday or prior to a holiday will continue to earn
dividends until the next business day.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check have been collected,
which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
   THE TRANSFER AGENT RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE
FEE of $12.00 from accounts with a value of less than $2,500 (including any
amount paid as a sales charge). The fee, which is payable to the transfer
agent, is designed to offset in part the relatively higher costs of
servicing smaller accounts.    
IF YOUR NON-RETIREMENT ACCOUNT BALANCE FALLS BELOW $1,000, you will be
given 30 days' notice to reestablish the minimum balance. If you do not
increase your balance, the    transfer agent     reserves the right to
close your account and send the proceeds to you. Your shares will be
redeemed at the NAV, minus any applicable CDSC, on the day your account is
closed. 
THE    TRANSFER AGENT     MAY CHARGE A FEE FOR SPECIAL SERVICES, such as
providing historical account documents, that are beyond the normal scope of
its services. 
FDC will, at its expense, provide promotional incentives such as sales
contests and luxury trips to Investment Professional   s     who support
the sale of shares of the funds. In some instances, these incentives will
be offered only to certain types of Investment Professionals, such as
bank-affiliated or non-bank affiliated broker-dealers, or to Investment
Professionals whose representatives provide services in connection with the
sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging Class A or Class B
shares of a fund for the same class of shares of other Fidelity Advisor
funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the difference between that fund's sales charge and any sales charge
you have previously paid in connection with the shares you are exchanging.
For example, if you had already paid a sales charge of 2% on your shares
and you exchange them into a fund with a 3% sales charge, you would pay an
additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincide
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
SALES CHARGE REDUCTIONS AND WAIVERS
The front-end sales charge will be reduced for purchases of Class A shares
according to the Sales Charge Schedule shown on page    42     if your
purchase qualifies for one of the following reduction plans. Please refer
to the funds' SAI for more details about each plan or call your Investment
Professional.    If you purchased your shares through a Broker-Dealer or
Insurance Representative, call 1-800-522-7297. If you purchased your shares
through a Bank Representative, call 1-800-843-3001    .
Your purchases and existing balances of Class B shares may be included in
the following programs for purposes of qualifying for a Class A front-end
sales charge reduction.
QUANTITY DISCOUNTS apply to purchases of Class A shares of a single
Fidelity Advisor fund or to combined purchases of Class A and Class B
shares of any Fidelity Advisor funds, and to purchases of Initial    Class
    shares and Class B shares of Daily Money Fund: U.S. Treasury Portfolio
and shares of Daily Money Fund: Money Market Portfolio and Daily Tax-Exempt
Money Fund acquired by exchange from    any     Fidelity Advisor fund.
(Minimum investment is $50,000, except that the minimum investment in each
of Short-Fixed Income or Short-Intermediate Tax-Exempt is $1
million.   )    
To qualify for a quantity discount, investing in a fund's Class A shares
for several accounts at the same time will be considered a single
transaction (Combined Purchase), as long as shares are purchased through
one Investment Professional and the total is at least $50,000 (or at least
$1 million for each of Advisor Short        Fixed   -    Income Fund or
Advisor Short-Intermediate Tax-Exempt Fund).
RIGHTS OF ACCUMULATION let you determine your front-end sales charge on
Class A shares by adding to your new purchase of Class A shares the value
of all of the Fidelity Advisor    f    und Class A and Class B shares held
by you, your spouse, and your children under age 21. You can also add the
value of Initial    Class s    hares and Class B shares of Daily Money
Fund: U.S. Treasury Portfolio and shares of Daily Money Fund: Money Market
Portfolio and Daily Tax-Exempt Money Fund acquired by exchange from any
Fidelity Advisor fund.
       
A LETTER OF INTENT lets you receive the same reduced front-end sales charge
on purchases of Class A shares made during a 13-month period as if the
total amount    invested during the period had been invested in a single
lump sum. (see Quantity Discounts above.) You must file your non-binding
Letter within 90 days of the start of your purchases. Your initial
investment must be at least 5% of the amount you plan to invest. Out of the
initial investment, 5% of the dollar amount specified in the Letter will be
registered in your name and held in escrow. You will earn income dividends
and capital gain distributions on escrowed Class A shares. Neither income
dividends nor capital gain distributions reinvested in additional Class A
or Class B shares will apply toward completion of the Letter. The escrow
will be released when your purchase of the total amount has been completed.
You are not obligated to complete the Letter, and in such a case,
sufficient escrowed Class A shares will be redeemed to pay any applicable
front-end sales charges.    
A FRONT-END SALES CHARGE WILL NOT APPLY TO    THE FOLLOWING     CLASS A
SHARES:
   1. Purchased by a bank trust officer, registered representative, or
other employee (or a member of one of their immediate families) of
Investment Professionals having agreements with FDC;    
   2. Purchased by a current or former trustee or officer of a Fidelity
fund or a current or retired officer, director or regular employee of FMR
Corp. or 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 trust for the sole benefit of the minor child of a Fidelity
trustee or employee;    
   3.     Purchased by a charitable organization (as defined in Section
501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
   4.     Purchased for 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.     Purchased by a trust institution or bank trust department
investing on its own behalf or on behalf of its clients;
   6.     Purchased in an account for which a bank or broker-dealer charges
an asset management fee, provided the bank or broker-dealer has an
   a    greement with FDC;
   7. Purchased as part of an employee benefit plan having more than 200
eligible employees or a minimum of $1 million of plan assets invested in
Fidelity Advisor funds.    
   8. Purchased for a Fidelity or Fidelity Advisor IRA account with the
proceeds of a distribution (i) from an employee benefit plan that qualified
for waiver or had a minimum of $3 million in plan assets invested in
Fidelity funds; or (ii) from an insurance company separate account
qualifying under 9 below, or used to fund annuity contracts purchased by
employee benefit plans having in the aggregate at least $3 million in plan
assets invested in Fidelity mutual funds;    
   9. Purchased for an insurance company separate account used to fund
annuity contracts for employee benefit plans which, in the aggregate, have
more than 200 eligible employees or a minimum of $1 million in plan assets
invested in Fidelity Advisor funds;    
   10.     Purchased for any state, county, or city, or any governmental
instrumentality, department, authority or agency; or
   11. Purchased with redemption proceeds from other mutual fund complexes
on which you have previously paid a front-end sales charge or CDSC.    
Qualification for front-end sales charge waivers must be cleared through
FDC in advance, and employee benefit plan investors must meet additional
requirements specified in the funds' SAI.
THE CDSC ON CLASS B SHARES MAY BE WAIVED:
1. In cases of disability or death, provided that Class B shares are
redeemed within one year following the death or the initial determination
of disability, or 
2. In connection with a total or partial redemption related to certain
distributions from retirement plans or accounts.
Your Investment Professional should call Fidelity for more information.
APPENDIX
DESCRIPTION OF MOODY'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 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 S&P'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 rate 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.
 

FIDELITY ADVISOR INSTITUTIONAL CLASS
 
CROSS REFERENCE SHEET
FORM N-1A         
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                            <C>                                               
10, 11           ............................   Cover Page; Table of Contents                     
 
12               ............................   *                                                 
 
13       a - c   ............................   Investment Policies and Limitations               
 
         d       ............................   Portfolio Transactions                            
 
14       a - c   ............................   Trustees and Officers                             
 
15       a       ............................   *                                                 
 
         b       ............................   Description of the Trusts                         
 
         c       ............................   Trustees and Officers                             
 
16       a i     ............................   FMR                                               
 
           ii    ............................   Trustees and Officers                             
 
          iii    ............................   Management Contract and Other Services            
 
         b,c,d   ............................   Management Contract and Other Services            
 
         e       ............................   *                                                 
 
         f       ............................   Distribution and Service Plans                    
 
         g       ............................   *                                                 
 
         h       ............................   Description of the Trusts                         
 
         i       ............................   Management Contract and Other Services            
 
17       a       ............................   Portfolio Transactions                            
 
         b       ............................   Portfolio Transactions                            
 
         c       ............................   Portfolio Transactions                            
 
         d, e    ............................   *                                                 
 
18       a       ............................   Description of the Trusts                         
 
         b       ............................   *                                                 
 
19       a       ............................   Additional Purchase, Exchange and Redemption      
                                                Information                                       
 
         b       ............................   Additional Purchase, Exchange and Redemption      
                                                Information; Valuation                            
 
         c       ............................   *                                                 
 
20                                              Distributions and Taxes                           
 
21       a, b    ............................   The Distributor; Management Contract and Other    
                                                Services                                          
 
         c       ............................   *                                                 
 
22               ............................   Performance; Appendix                             
 
23               ............................   Financial Statements                              
 
</TABLE>
 
* Not Applicable

 
 
FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH: INSTITUTIONAL CLASS 
A FUND OF FIDELITY ADVISOR SERIES I
FIDELITY ADVISOR EQUITY INCOME    FUND    : INSTITUTIONAL CLASS
A FUND OF FIDELITY ADVISOR SERIES III
 FIDELITY ADVISOR LIMITED TERM BOND FUND: INSTITUTIONAL CLASS
A FUND OF FIDELITY ADVISOR SERIES IV
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND: INSTITUTIONAL CLASS
A FUND OF FIDELITY ADVISOR SERIES VI
 
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 24, 1995
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
February 24, 1995) for Institutional Class shares. Please retain this
document for future reference. Each class' financial statements and
financial highlights, included in their respective Annual Reports for the
most recent fiscal period, are        incorporated herein by reference.
Additional copies of this SAI, any Prospectus, or Annual        Report are
available without charge upon request from Fidelity Distributors
Corporation    (FDC)    , 82 Devonshire Street, Boston, Massachusetts,
02109   ,     or from your Investment Professional.
TABLE OF CONTENTS   PAGE   
 
Investment Policies and Limitations                                      
 
Portfolio Transactions                                                   
 
Valuation                                                                
 
Performance                                                              
 
Additional Purchase   , Exchange     and Redemption Information          
 
Distributions and Taxes                                                  
 
FMR                                                                      
 
Trustees and Officers                                                    
 
Management    Contract     and Other Services                            
 
The Distributor                                                          
 
Distribution and Service Plans                                           
 
Description of the Trusts                                                
 
Financial Statements                                                     
 
Appendix                                                                 
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS 
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
   TRANSFER AGENT    
   Fidelity Investments Institutional Operations Company (FIIOC) (taxable
funds)
United Missouri Bank, N.A. (UMB) (tax-exempt funds)    
   ACOMI-ptb-295    
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other assets, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of a fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with a fund's investment policies and
limitations.
A fund's fundamental investment policies and limitations cannot be changed
without approval of a "majority of the outstanding voting securities" (as
defined in the Investment Company Act of 1940 (the 1940 Act)) of the fund.
EQUITY PORTFOLIO GROWTH
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result (a) more than 5% of the fund's total
assets (taken at current value) would be invested in the securities of such
issuer, or (b) the fund would hold more than 10% of the voting securities
of such issuer;
(2) make short sales of securities (unless it owns or by virtue of its
ownership of other securities has the right to obtain, securities
equivalent in kind and amount to the securities sold), provided, however,
that the fund may purchase or sell futures contracts;
(3) purchase any securities on margin, except for such short-term credits
as are necessary for the clearance of transactions, provided, however, that
the fund may make initial and variation margin payments in connection with
purchases or sales of futures contracts or of options on futures contracts;
(4) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (not including borrowings). Any
borrowings that come to exceed 33 1/3% of the value of the fund's total
assets by reason of a decline in net assets will be reduced within three
days (exclusive of Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;
(5) underwrite any issue of securities (to the extent that the fund may be
deemed to be an underwriter within the meaning of the Securities Act of
1933 in the disposition of restricted securities);
(6) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(7) purchase or sell real estate (but this shall not prevent the fund from
investing in marketable securities issued by companies such as real estate
investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);
(8) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);
(9) lend any security or make any other loan if, as a result, more than 33
1/3% of the fund's total assets would be lent to other parties, except (i)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies and limitations, or (ii)
by engaging in repurchase agreements with respect to portfolio securities;
(10) purchase securities of other investment companies (except in the open
market where no commission other than the ordinary broker's commission is
paid, or as a part of a merger or consolidation, and in no event may
investments in such securities exceed 10% of the total assets of the fund);
(11) purchase the securities of any issuer if, as a result, more than 5% of
the fund's total assets (taken at current value) would be invested in the
securities of companies which, including predecessors, have a record of
less than three years of continuous operation; or
(12) invest in oil, gas, or other mineral exploration or development
programs.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short   , unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling 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
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. 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 lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(v) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange (NYSE) or the
American Stock Exchange (AMEX). Warrants acquired by the fund in units or
attached to securities are not subject to these restrictions.
(vi) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable        or
interests in real estate limited partnerships that are not listed on an
exchange or traded on the NASDAQ National Market System if, as a result,
the sum of such interests and other investments considered illiquid under
limitation (iii) would exceed 10% of the fund's    net     assets.
(vii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the fund and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(viii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
EQUITY INCOME    FUND    
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result (a)
more than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the outstanding
voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
   (5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the Fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
(   6    ) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);   
    
(   7    ) purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the fund from purchasing or selling options and futures contracts
or from investing in securities or other instruments backed by physical
commodities);    or    
(   8    ) lend any security or make any other loan if, as a result, more
than 33 1/3% of    the Fund's     total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities
or to repurchase agreements   .    
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser o   r     (b) by engaging in reverse repurchase
agreements with any party (reverse repurchase agreements are treated as
borrowings for purposes of fundamental investment limitation). The fund
will not purchase any security while borrowings representing more than 5%
of its total assets are outstanding. The fund will not borrow from other
funds advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The    fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iv) would exceed 10% of the fund's net assets.    
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vii) The fund 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.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the NYSE or AMEX. Warrants acquired by the
fund in units or attached to securities are not subject to these
restrictions.
(x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xi) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
LIMITED TERM BOND FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment), in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings.) Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation.
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities.
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry.
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);        
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of the fund's total assets would be lent to other parties (but this
limitation does not apply to purchases of debt securities or to repurchase
agreements)   ; or    
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.   
    
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL. 
(i) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment advisor or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. 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.
(ii) 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.
(iii) The fund does not currently intend to lend assets other than
securities to other parties, except by: (a) lending money (up to 7.5% of
the fund's net assets) to a registered investment company or fund for which
FMR or an affiliate serves as investment adviser or (b) acquiring loans,
loan participations, or other forms of direct debt instruments, and, in
connection therewith, assuming any associated unfunded commitments of the
sellers. (This limitation does not apply to purchases of debt securities or
to repurchase agreements.)
(iv) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(v) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.
(vi) The fund does not currently intend to invest in    interests in    
real estate investment trusts that are not readily marketable, or    to
invest in     interests in real estate limited partnerships that are not
listed on the New York Stock Exchange or the American Stock Exchange or
traded on the NASDAQ National Market System   .    
(vii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(   viii    ) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(   i    x) The fund currently does not intend to purchase the securities
of any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
(x) The fund 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.
(xi) The fund does no   t     currently intend to invest all of its assets
in the securities of a single open-end management investment company
managed by FMR or an affiliate or successor with substantially the same
fundamental investment objective, policies, and limitations as the fund.
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page . 
LIMITED TERM TAX-EXEMPT FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS AND
POLICIES SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (except the United States
government, its agencies or instrumentalities or securities which are
backed by the full faith and credit of the United States) if, as a result,
(a) more than 5% of its total assets would be invested in the securities of
such issuer; provided, however, that up to 25% of its total assets may be
invested without regard to such 5% limitation (as used in this Prospectus,
the entity which has the ultimate responsibility for the payment of
interest and principal on a particular security will be treated as its
issuer); and (b) the fund would hold more than 10% of the voting securities
of such issuer;
(2) make short sales of securities; provided, however, that the fund may
purchase or sell futures contracts;
(3) purchase any securities on margin, except for such short-term credits
as are necessary for the clearance of transactions   ;     provided,
however, that the fund may make initial and variation margin payments in
connection with purchases or sales of futures contracts or of options on
futures contracts;
(4) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed 33 1/3% of the fund's total assets by reason of a
decline in net assets, will be (within    three     days) reduced to the
extent necessary to comply with the 33 1/3% limitation (the fund will not
purchase securities for investment while borrowings equal to 5% or more of
its total assets are outstanding);
(5) underwrite any issue of securities, except to the extent that the
purchase of municipal bonds in accordance with the fund's investment
objective, policies and limitations, either directly from the issuer, or
from an underwriter for an issuer, may be deemed to be underwriting;
(6) purchase the securities of any issuer (except the United States
government, its agencies or instrumentalities or securities which are
backed by the full faith and credit of the United States) if, as a result,
more than 25% of the fund's total assets would be invested in industrial
development bonds whose issuers are in any one industry;
(7) purchase or sell real estate, but this shall not prevent the fund from
investing in bonds or other obligations secured by real estate or interests
therein;
(8) make loans, except (a) by the purchase of a portion of an issue of debt
securities in accordance with its investment objective, policies and
limitations, and (b) by engaging in repurchase agreements;
(9) purchase the securities of other investment companies or investment
trusts;
(10) purchase the securities of any issuer (except the United States
government, its agencies or instrumentalities or securities which are
backed by the full faith and credit of the United States) if, as a result,
more than 5% of its total assets would be invested in securities, such as
industrial development bonds, where payment of principal and interest are
the responsibility of a company with less than three years' operating
history;
(11) invest in oil, gas or other mineral exploration or development
programs;
(12) purchase the securities of any issuer (except the United States
government, its agencies or instrumentalities or securities which are
backed by the full faith and credit of the United States) if, as a result,
the fund would hold the securities of any issuer other than the securities
of the fund where the Trustees and officers of the Trust, or of the
Manager, together own beneficially more than 5% of such outstanding
securities; or
(13) invest in companies for the purpose of exercising control or
management.
Investment limitation (4) is construed in conformity with the    1940
Act;     accordingly, "three days" means three days exclusive of Sundays
and holidays.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short   , unless
it owns, or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts and options are not deemed to constitute selling
securities short.    
(ii) The fund 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 .
EACH FUND'S INVESTMENTS MUST BE CONSISTENT WITH ITS INVESTMENT OBJECTIVE
AND POLICIES. ACCORDINGLY, NOT ALL OF THE SECURITY TYPES AND INVESTMENT
TECHNIQUES DISCUSSED BELOW ARE ELIGIBLE INVESTMENTS FOR EACH OF THE FUNDS.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the 1940 Act. These transactions may include
repurchase agreements with custodian banks; short-term obligations of, and
repurchase agreements with, the 50 largest U.S. banks (measured by
deposits); municipal securities; U.S. government securities with affiliated
financial institutions that are primary dealers in these securities;
short-term currency transactions; and short-term borrowings. In accordance
with exemptive orders issued by the Securities and Exchange Commission
(SEC), the Board   s     of Trustees (the Trustees) ha   ve     established
and periodically review procedures applicable to transactions involving
affiliated financial institutions.
FUNDS' RIGHTS AS A SHAREHOLDER. The funds do not intend to direct or
administer the day-to-day operations of any company. A fund, however, may
exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of a fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
company's direction or policies; seeking the sale or reorganization of the
company or a portion of its assets; or supporting or opposing third party
takeover efforts. This area of corporate activity is increasingly prone to
litigation and it is possible that a fund could be involved in lawsuits
related to such activities. FMR will monitor such activities with a view to
mitigating, to the extent possible, the risk of litigation against the fund
and the risk of actual liability if a fund is involved in litigation. No
guarantee can be made, however, that litigation against the fund will not
be undertaken or liabilities incurred.
LOWER-QUALITY DEBT SECURITIES. A fund may purchase lower-quality debt
securities (those rated below Baa by Moody's Investors Service, Inc.,   
rated in the equivalent categories by any other nationally recognized
rating service or     unrated   ,        but     judged by FMR to be of
equivalent quality) that have poor protection with respect to the payment
of interest and repayment of principal, or may be in default. These
securities are often considered to be speculative and involve greater risk
of loss or price changes due to changes in the issuer's capacity to pay.
The market prices of lower-quality debt securities may fluctuate more than
those of higher-quality debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of rising
interest rates.
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic downturns, the
1980s brought a dramatic increase in the use of such securities to fund
highly leveraged corporate acquisitions and restructurings. Past experience
may not provide an accurate indication of the future performance of the
high-yield bond market, especially during periods of economic recession. In
fact, from 1989 to 1991, the percentage of lower-quality securities that
defaulted rose significantly above prior levels, although the default rate
decreased in 1992 and 1993.
The market for lower-quality debt securities may be thinner and less active
than that for higher-quality debt securities, which can adversely affect
the prices at which the former are sold. If market quotations are not
available, lower-quality debt securities will be valued in accordance with
procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to sell these securities. Since the risk of
default is higher for lower-quality debt securities, FMR's research and
credit analysis are an especially important part of managing securities of
this type held by a fund. In considering investments for the fund, FMR will
attempt to identify those issuers of high-yielding securities whose
financial condition is adequate to meet future obligations, has improved,
or is expected to improve in the future. FMR's analysis focuses on relative
values based on such factors as interest or dividend coverage, asset
coverage, earnings prospects, and the experience and managerial strength of
the issuer. Each fund may choose, at its 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 best interest of the fund's shareholders.
LOWER-QUALITY MUNICIPAL SECURITIES.    A     tax-free bond    fund     may
invest a portion of its assets in lower-quality municipal securities as
described in the investment policies and risks section in the
Prospectus.While the market for municipals is considered to be substantial,
adverse publicity and changing investor perceptions may affect the ability
of outside pricing services used by a fund to value its portfolio
securities, and a fund's ability to dispose of lower-quality bonds. The
outside pricing services are monitored by FMR and reported to the Board to
determine whether the services are furnishing prices that accurately
reflect fair value. The impact of changing investor perceptions may be
especially pronounced in markets where municipal securities are thinly
traded. Each fund may choose, at its expense or in conjunction with others,
to pursue litigation or otherwise exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and repay principal when
due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral. In addition, it is conceivable that
under emerging legal theories of lender liability, the fund could be held
liable as a co-lender. Direct debt instruments may also involve a risk of
insolvency of the lending bank or other intermediary. Direct debt
instruments that are not in the form of securities may offer less legal
protection to a fund in the event of fraud or misrepresentation. In the
absence of definitive regulatory guidance, each fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, each fund has direct recourse against the borrower, it
may have to rely on the agent to apply appropriate credit remedies against
a borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by    a     fund may include letters of
credit, revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
   A     fund will set aside appropriate liquid assets in a segregated
custodial account to cover its potential obligations under standby
financing commitments.
   Each     fund limits the amount of total assets that it will invest in
any one issuer or in issuers within the same industry (see each fund's
fundamental investment limitations). For purposes of these limitations,
   a     fund generally will treat the borrower as the "issuer" of
indebtedness held by the fund. In the case of loan participations where a
bank or other lending institution serves as financial intermediary between
   a     fund and the borrower, if the participation does not shift to the
fund the direct debtor-creditor relationship with the borrower, SEC
interpretations require the fund, in appropriate circumstances, to treat
both the lending bank or other lending institution and the borrower as
"issuers" for these purposes. Treating a financial intermediary as an
issuer of indebtedness may restrict a fund's ability to invest in
indebtedness related to a single financial intermediary, or a group of
intermediaries engaged in the same industry, even if the underlying
borrowers represent many different companies and industries.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. While it does not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility that the value of the underlying security
will be less than the resale price, as well as delays and costs to a fund
in connection with bankruptcy proceedings), it is each fund's (except
Equity Portfolio Growth) current policy to engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and
found satisfactory by FMR. Equity Portfolio Growth limits repurchase
agreement transactions to banks of the Federal Reserve System and primary
dealers in U.S. government securities.
FOREIGN REPURCHASE AGREEMENTS. Foreign repurchase agreements may include
agreements to purchase and sell foreign securities in exchange for fixed
U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of the
security purchased by the fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the event of a
default by the counterparty, the fund may suffer a loss if the value of the
security purchased is less than the agreed-upon repurchase price, or if the
fund is unable to successfully assert a claim to the collateral under
foreign laws. As a result, foreign repurchase agreements may involve higher
credit risks than repurchase agreements in U.S. markets, as well as risks
associated with currency fluctuations. In addition, as with other emerging
market investments, repurchase agreements with counterparties located in
emerging markets or relating to emerging market securities may involve
issuers or counterparties with lower credit ratings than typical U.S.
repurchase agreements.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. A fund will
enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.
DELAYED-DELIVERY TRANSACTIONS. A fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security (and more than
seven days in the future). Typically, no interest accrues to the purchaser
until the security is delivered. A fund may receive fees for entering into
delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, a fund assumes the
rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
a fund's other investments. If a fund remains substantially fully invested
at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, a fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, a fund does not participate in further gains or losses with respect
to the security. If the other party to a delayed-delivery transaction fails
to deliver or pay for the securities, a fund could miss a favorable price
or yield opportunity, or could suffer a loss.
A fund may renegotiate delayed-delivery transactions after they are entered
into, and may sell underlying securities before they are delivered, which
may result in capital gains or losses.
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 Trustees, FMR determines the
liquidity of a fund's investments and, through reports from FMR, the Board
monitors investments in illiquid instruments. In determining the liquidity
of a fund's investments, FMR may consider various factors including (1) the
frequency of trades and quotations, (2) the number of dealers and
prospective purchasers in the marketplace, (3) dealer undertakings to make
a market, (4) the nature of the security (including any demand or tender
features) and (5) the nature of the marketplace for trades (including the
ability to assign or offset the fund's rights and obligations relating to
the investment). Investments currently considered by a fund to be illiquid
include repurchase agreements not entitling the holder to payment of
principal and interest within seven days, and over-the-counter options.
Also, FMR may determine some restricted securities, municipal lease
obligations, government-stripped fixed-rate mortgage-backed securities,
loans and other direct debt instruments, emerging market securities, and
swap agreements to be illiquid. However, with respect to over-the-counter
options a fund writes, all or a portion of the value of the underlying
instrument may be illiquid depending on the assets held to cover the option
and the nature and terms of any agreement a fund may have to close out the
option before expiration.    In the absence of market quotations, illiquid
investments are priced at face value as determined in good faith by a
committee appointed by the Board of Trustees. If, through a change in
values, net assets or other circumstances, a fund were in a position where
10% or 15% of its net assets (depending on the fund's investment
limitations) were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.    
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
SECURITIES LENDING. A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the NYSE and a subsidiary of FMR
Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1) a
fund must receive 100% collateral in the form of cash or cash equivalents
(e.g., U.S. Treasury bills or notes) from the borrower; (2) the borrower
must increase the collateral whenever the market value of the securities
loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, a fund must be able to terminate the
loan at any time; (4) a fund must receive reasonable interest on the loan
or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) a fund may pay only reasonable custodian
fees in connection with the loan; and (6) the Board of Trustees must be
able to vote proxies on the securities loaned, either by terminating the
loan or by entering into an alternative arrangement with the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
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 a fund'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. A fund is not limited to any
particular form of swap agreement if FMR determines it is consistent with a
fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
rights to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if a fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease a fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by a fund, a fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. A fund expects to be able to reduce its
exposure under swap agreements either by assignment or other disposition,
or by entering into an offsetting swap agreement with the same party or a
similarly creditworthy party.
A fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of a fund's accrued
obligations under the swap agreement over the accrued amount a fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of a fund's accrued obligations under the
agreement.
INDEXED SECURITIES. A fund may purchase securities whose prices are indexed
to the prices of other securities, securities indices, currencies, precious
metals or other commodities, or other financial indicators. Indexed
securities typically, but not always, are debt securities or deposits whose
value at maturity or coupon rate is determined by reference to a specific
instrument or statistic. Gold-indexed securities, for example, typically
provide for a maturity value that depends on the price of gold, resulting
in a security whose price tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to intermediate-term
debt securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies, and
may offer higher yields than U.S. dollar-denominated securities of
equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign-denominated instrument, or their maturity value may
decline when foreign currencies increase, resulting in a security whose
price characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values
of a number of different foreign currencies relative to each other.   
Indexed securities may have principal payments as well as coupon payments
that depend on the performance of one or more interest rates. Their coupon
rates or principal payments may change by several percentage points for
every 1% interest rate change. One example of indexed securities is inverse
floaters.    
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. Indexed securities may be more volatile
than the underlying instruments.
FOREIGN INVESTMENTS. Investing in securities issued by companies or other
issuers whose principal activities are outside the United States may
involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, 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. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.
Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of securities.
Foreign markets may offer less protection to investors than U.S. markets.
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign 
stock markets, while growing in volume and sophistication, are generally
not as developed as those in the United States, and securities of some
foreign issuers (particularly those located in developing countries) may be
less liquid and more volatile than securities of comparable U.S. issuers.
Foreign security trading practices, including those involving securities
settlement where fund assets may be released prior to receipt of payment,
may expose a fund to increased risk in the event of a failed trade or the
insolvency of a foreign broker-dealer, and may involve substantial delays.
In addition, the costs of foreign investing, including withholding taxes,
brokerage commissions and custodial costs, are generally higher than for
U.S. investors. In general, there is less overall governmental supervision
and regulation of securities exchanges, brokers, and listed companies than
in the United States. It may also be difficult to enforce legal rights in
foreign countries.
Each fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to such transfer restrictions may be marketable abroad, they may be
less liquid than foreign securities of the same class that are not subject
to such restrictions.
A fund may invest in American Depository Receipts and European Depository
Receipts (ADRs and EDRs), which are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar
financial institution. Designed for use in the U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies.
FOREIGN CURRENCY TRANSACTIONS. A fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. A fund 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 a fund at one rate, while offering a lesser rate
of exchange should a fund 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 parties to a forward contract may agree to offset or
terminate the contract before its maturity, or may hold the contract to
maturity and complete the contemplated currency exchange.
A fund may use currency forward contracts for any purpose consistent with
its investment objective. The following discussion summarizes the principal
currency management strategies involving forward contracts that could be
used by a fund. A fund may also use swap agreements, indexed securities,
and options and futures contracts relating to foreign currencies for the
same purposes.
When a fund 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, a fund 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." A fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.
A fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.
A fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if a fund held investments denominated in
Deutschemarks, a fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased much as if a fund had sold a security denominated in one currency
and purchased an equivalent security denominated in another. Cross-hedges
protect against losses resulting from a decline in the hedged currency, but
will cause a fund to assume the risk of fluctuations in the value of the
currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. A fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.
Successful use of currency management strategies will depend on FMR's skill
in analyzing and predicting currency values. Currency management strategies
may substantially change a fund's investment exposure to changes in
currency exchange rates, and could result in losses to a fund if currencies
do not perform as FMR anticipates. For example, if a currency's value rose
at a time when FMR had hedged a fund by selling that currency in exchange
for dollars, a fund would be unable to participate in the currency's
appreciation. If FMR hedges currency exposure through proxy hedges, a fund
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 a fund's exposure to a foreign currency, and that currency's
value declines, a fund will realize a loss. There is no assurance that
FMR's use of currency management strategies will be advantageous to the
fund or that it will hedge at an appropriate time.
REFUNDING CONTRACTS. A fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and a Fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. A fund generally will
not be obligated to pay the full purchase price if it fails to perform
under a refunding contract. Instead, refunding contracts generally provide
for payment of liquidated damages to the issuer (currently 15-20% of the
purchase price). A fund may secure its obligations under a refunding
contract by depositing collateral or a letter of credit equal to the
liquidated damages provisions of the refunding contract. When required by
SEC guidelines, a fund will place liquid assets in a segregated custodial
account equal in amount to its obligations under refunding contracts.
INVERSE FLOATERS. A fund may invest in inverse floaters, which 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.
VARIABLE OR FLOATING RATE OBLIGATIONS bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base 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. A fund may invest in
fixed-rate bonds that are subject to third party puts and in participation
interests in such bonds held in trust or otherwise. These bonds and
participation interests have tender options or demand features that permit
a fund to tender (or put) the bonds to an institution at periodic intervals
and to receive the principal amount thereof. A fund considers variable rate
instruments structured in this way (Participating VRDOs) to be essentially
equivalent to other VRDOs it purchases. The Internal Revenue Service (IRS)
has not ruled whether the interest on Participating VRDOs is tax-exempt
and, accordingly, a fund intends to purchase these instruments based on
opinions of bond counsel.
TENDER OPTION BONDS are created by coupling an intermediate- or long-term,
fixed-rate, tax-exempt bond (generally held pursuant to a custodial
arrangement) with a tender agreement that gives the holder the option to
tender the bond at its face value. As consideration for providing the
tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, a fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. In selecting tender option bonds for a fund, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.
ZERO COUPON BONDS do not make regular 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.
STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at
an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. A fund may acquire
standby commitments to enhance the liquidity of portfolio securities.
Ordinarily a fund will not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party
at any time. A fund may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments. In
the latter case, a fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
Issuers or financial intermediaries may obtain letters of credit or other
guarantees to support their ability to buy securities on demand. FMR may
rely upon its evaluation of a bank's credit in determining whether to
support an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of
issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by a fund; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.
FEDERALLY TAXABLE OBLIGATIONS. A tax-exempt fund does not intend to invest
in securities whose interest is federally taxable; however, from time to
time, a tax-exempt 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, a tax-exempt 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 a tax-exempt fund invest in federally taxable obligations, it would
purchase securities that in FMR's judgment are of high quality. These would
include obligations issued or guaranteed by the U.S. government or its
agencies or instrumentalities; obligations of domestic banks; and
repurchase agreements. The tax-exempt 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 & 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. If such proposals were enacted, the availability of municipal
obligations and the value of the tax-exempt fund's holdings would be
affected and the Trustees would re   -    evaluate the tax-exempt fund's
investment objectives and policies.
The tax-exempt 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, sales of fund shares, or in order to
meet redemption requests, the tax-exempt 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 tax-exempt fund may be required to sell
securities at a loss.
MUNICIPAL LEASE OBLIGATIONS. A 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, a fund will not hold such obligations directly as a lessor of
the property, but will purchase a participation interest in a municipal
obligation from a bank or other third party. A participation interest gives
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 purchases, or conditional sale
contracts (which normally provide for title to the leased asset to pass to
the governmental issuer) have evolved as a means for governmental issuers
to acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.    
       INTERFUND BORROWING PROGRAM.    Each fund has 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 in the
interfund borrowing program only as a borrower. Interfund loans and
borrowings normally will extend overnight, but can have a maximum duration
of seven days. Loans may be called on one day's notice. The funds 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. The funds 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.    
REAL ESTATE-RELATED INSTRUMENTS include real estate investment trusts,
commercial and residential mortgage-backed securities, and real estate
financings. Real estate-related instruments are sensitive to factors such
as changes in real estate values and property taxes, interest rates, cash
flow of underlying real estate assets, overbuilding, and the management
skill and creditworthiness of the issuer. Real estate-related instruments
may also be affected by tax and regulatory requirements, such as those
relating to the environment.
MORTGAGE-BACKED SECURITIES. The fund may purchase mortgage-backed
securities sponsored by government 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 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 the fund may invest in them if FMR determines
they are consistent with the fund's investment objective and policies.
The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.
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.
SHORT SALES. A fund may enter into short sales with respect to stocks
underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security a fund holds, it may sell the stock short. If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security. A fund currently intends to hedge no more than
15% of its total assets with short sales on equity securities underlying
its convertible security holdings under normal circumstances.
   If a fund enters into a "short sale against the box    ,   "     it will
be required to set aside securities equivalent in kind and amount to the
securities sold short (or securities convertible or exchangeable into such
securities) and will be required to hold such securities while the short
sale is outstanding. A fund will incur transaction costs, including
interest expense, in connection with opening, maintaining, and closing
short sales against the box.
WARRANTS. A fund may invest in warrants which entitle the holder to buy
equity securities at a specific price for a specific period of time.
Warrants may be considered more speculative then certain other types of
investments in that they do not entitle a holder to dividends or voting
rights with respect to the securities which may be purchased, nor do they
represent any rights in the assets of the issuing company. The value of a
warrant may be more volatile than the value of the securities underlying
the warrants. 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.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases or sales of futures
contracts or options on futures contracts. Each fund intends to comply with
Rule 4.5 under the Commodity Exchange Act, which limits the extent to which
the fund can commit assets to initial margin deposits and option premiums.
In addition to the above limitations, a fund will not: (a) sell futures
contracts, purchase put options, or write call options if, as a result,
more than 25% of a 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, a 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
a fund would exceed 5% of a 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 a fund's investments in futures contracts and
options, and a fund'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 a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when a fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Composite Index of 500
Stocks (S&P 500). Futures can be held until their delivery dates, or can be
closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, a 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 a
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, a fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. A fund may
terminate its position in a put option it has purchased by allowing it to
expire or by exercising the option. If the option is allowed to expire, a
fund will lose the entire premium it paid. If a fund exercises the option,
it completes the sale of the underlying instrument at the strike price. A
fund may also terminate a put option position by closing it out in the
secondary market at its current price, if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, a fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, a fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option a fund has written, however, a fund
must continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. A fund may invest in options and futures
contracts based on securities with different issuers, maturities, or other
characteristics from the securities in which it typically invests, which
involves a risk that the options or futures position will not track the
performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
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    (OTC)     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 a fund greater flexibility to tailor an option to its needs, OTC
options generally involve greater credit risk than exchange-traded options,
which are guaranteed by the clearing organization of the exchanges where
they are traded.
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. A fund
may purchase and sell currency futures and may purchase and write currency
options to increase or decrease its exposure to different foreign
currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of a fund's investments exactly over time.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. A 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 a 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 each fund by FMR pursuant to authority contained in the
management contract.    If FMR grants investment management authority to
the sub-advisers (see the section entitled "Management Contract and Other
Services"), the sub-advisers are authorized to place orders for the
purchase and sale of portfolio securities, and will do so in accordance
with the policies described below.     FMR is also responsible for the
placement of transaction orders for other investment companies and accounts
for which it or its affiliates act as investment adviser. In selecting
broker-dealers, subject to applicable limitations of the federal securities
laws, FMR considers various relevant factors, including, but not limited
to: the size and type of the transaction; the nature and character of the
markets for the security to be purchased or sold; the execution efficiency,
settlement capability, and financial condition of the broker-dealer firm;
the broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and for equity funds, arrangements for
payment of fund expenses. Generally, commissions for foreign investments
traded will be higher than for U.S. investments and may not be subject to
negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; 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). Generally, FMR selects such broker-dealers
for equity funds (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff, and for other funds, based upon the
quality of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts. Subject to applicable
limitations of the federal securities laws, broker-dealers may receive
commissions for agency transactions that are in excess of the amount of
commissions charged by other broker-dealers in recognition of their
research and execution services. In order to cause each fund to pay such
higher commissions, FMR must determine in good faith that such commissions
are reasonable in relation to the value of the brokerage and research
services provided by such executing broker-dealers, viewed in terms of a
particular transaction or FMR's overall responsibilities to the funds and
its other clients. In reaching this determination, FMR will not attempt to
place a specific dollar value on the brokerage and research services
provided, or to determine what portion of the compensation should be
related to those services.
FMR is authorized to use research services provided by, and to place
portfolio transactions with, brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with    FBSI     and Fidelity
Brokerage Services, Ltd. (FBSL), subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. Prior to
September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by Equity Portfolio Growth and Equity
Income toward payment of each fund's expenses, such as transfer agent fees
or custodian fees. The transaction quality must, however, be comparable to
those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Trustees h   ave    
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For the fiscal years ended    November 30,     199   4     and 199   3    ,
respectively, each fund's portfolio turnover rates are shown in the chart
below. Because a high turnover rate increases transaction costs and may
increase taxable gains, FMR carefully weighs the anticipated benefits of
short-term investing against these consequences. An increased turnover rate
is due to a greater volume of shareholder purchase orders, short-term
interest rate volatility and other special market conditions.
FISCAL    YEARS     ENDED NOVEMBER 30
       199   4        199   3    
 Equity Portfolio Growth    1   37    %     160%    
    Equity Income         1   4    0%     120%    
 Limited Term Bond        68    %     59%    
 Limited Term Tax-Exempt       53    %     46%    
 
<TABLE>
<CAPTION>
<S>       <C>     <C>          <C>       <C>       <C>            <C>            <C>             <C>            
FISCAL    Total   % Paid       To FBSI   To FBSL   % of           % of           % of            % of           
PERIOD            to Firms                         Commissions    Commissions    Transactions    Transactions   
ENDED             Providing                        Paid to FBSI   Paid to FBSL   Effected        Effected       
11/30             Research                                                       through         through        
                                                                                 To FBSI         FBSL           
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>            <C>         <C>                 <C>           <C>             <C>            <C>             <C>          
   EQUITY              
   PORTFOLI     
   O            
   GROWTH       
 
1994        2,086,370  58.7           $ 729,903           $ 0            35.0            0              49.2            0       
 
1993     915,767       55.0            362,158                0          40.0               0           57.0               0       
 
1992     424,364           55.0         148,571                0             35.0            0              45.0            0       
 
   EQUITY           
   INCOME        
 
1994         827,499  59.1            290,182             0             35.1            0              45.6            0       
 
1993     557,493      68.6            126,832             0             22.5               0           38.2               0       
 
1992     342,397           60.1         107,503             441              31.4            0.1         46.4            0.1        
 
</TABLE>
 
From time to time, the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
   VALUATION    
Limited Term Bond and Limited Term Tax-Exempt value securities and other
assets for which market quotations are readily available at market values
determined by their most recent bid prices (sales prices if the principal
market is an exchange) in the principal market in which such securities
normally are traded as furnished by recognized dealers in such securities
or assets. Futures contracts and options are valued on the basis of
available market quotations if available. 
Securities of the above-mentioned funds may also be valued on the basis of
valuations furnished by a pricing service which utilizes both
dealer-supplied valuations and evaluations based on expert analysis of the
market data and other factors if such valuations are believed to reflect
more accurately the fair value of such securities. Use of a pricing service
has been approved by the Board of Trustees. There are a number of pricing
services available, and the Trustees, on the basis of an on-going
evaluation of these services, may use other pricing services or discontinue
the use of any pricing service in whole or in part. Securities and other
assets not valued by a pricing service or for which market quotations are
not readily available (including restricted securities, if any) are
appraised at their fair value in good faith under consistently applied
procedures established by and under the general supervision of the Board of
Trustees.
For Limited Term Tax-Exempt, valuations of portfolio securities furnished
by the pricing service employed by a 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 Trust and Fidelity Service Company under the general
supervision of the Trustees or officers acting on behalf of the Board of
Trustees.
Portfolio securities of Equity Portfolio Growth and    Equity Income    
are valued by various methods depending on the primary market or exchange
on which they trade. Most equity securities for which the primary market is
the United States are valued at last sale price or, if no sale has
occurred, at the closing bid price. Most equity securities for which the
primary market is outside the United States are valued using the official
closing price or the last sale price in the principal market in which they
are traded. If the last sale price (on the local exchange) is unavailable,
the last evaluated quote or last bid price normally is used. Short-term
securities (securities having a maturity of one year or less) are valued
either at amortized cost or at original cost plus accrued interest, both of
which approximate current value. Convertible securities and fixed-income
securities are valued primarily by a pricing service that uses a vendor
security valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques. This two-fold
approach is believed to more accurately reflect fair value because it takes
into account appropriate factors such as institutional 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, exchange, or over-the counter prices. Use of pricing services
has been approved by the Trustees. 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
Trustees.
Generally, the valuation of portfolio securities and other assets held by a
fund is substantially completed each day at the close of the NYSE. The
values of any such securities or other assets held by a fund are determined
as of such time for the purpose of computing the fund's net asset value. 
PERFORMANCE
   Each class     may quote performance in various ways. All performance
information supplied        in advertising is historical and is not
intended to indicate future returns.    S    hare price, yield, and total
return fluctuate in response to market conditions and other factors, and
the value of        shares when redeemed may be more or less than their
original cost.
YIELD CALCULATIONS. Yields for a class are computed by dividing the class's
pro rata share of the applicable interest and dividend income, if any, for
a given 30-day or one-month period, net of expenses, by the average number
of shares of that class entitled to receive distributions during the
period, dividing this figure by the class'    net asset value per share
(NAV)     or offering price at the end of the period, and annualizing the
result (assuming compounding of income) in order to arrive at an annual
percentage rate. Yields do not reflect any contingent deferred sales
charge. Income is calculated for purposes of yield quotations in accordance
with standardized methods applicable to all stock and bond funds. Dividends
from equity investments are treated as if they were accrued on a daily
basis, solely for the purposes of yield calculations. In general, interest
income is reduced with respect to bonds trading at a premium over their par
value by subtracting a portion of the premium from income on a daily basis,
and is increased with respect to bonds trading at a discount by adding a
portion of the discount to daily income. For a fund's investments
denominated in foreign currencies, income and expenses are calculated first
in their respective currencies, and are then converted to U.S. dollars,
either when they are actually converted or at the end of the 30-day or one
month period, whichever is earlier. Capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations. 
Income calculated for the purposes of calculating        yield differs from
income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, a class's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
In calculating        yield, a fund may from time to time use a portfolio
security's coupon rate instead of its yield to maturity in order to reflect
the risk premium on that security. This practice will have the effect of
reducing        yield.
Yield information may be useful in reviewing a class's performance and in
providing a basis for comparison with other investment alternatives.
However, each class's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider. 
Investors should recognize that in periods of declining interest rates, a
class's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates, the class's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the class's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
Tax-equivalent yield is the rate an investor would have to earn from a
fully taxable investment after taxes to equal the        tax-free yield.
Tax-equivalent yields are calculated by dividing a class's yield by the
result of one minus a stated federal        tax rate. If any portion of a
class's yield is tax-exempt, only that portion is adjusted in the
calculation.
The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1995. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from    2.00    % to    8.00    %. Of
course, no assurance can be given that a class will achieve any specific
tax-exempt yield. While the funds invest principally in obligations whose
interest is exempt from federal income tax, other income received by the
funds may be taxable.         
1995 TAX RATES AND TAX-EQUIVALENT YIELDS
                  Federal      If individual tax-exempt yield is:           
 
                  Income Tax    2.00% 3.00% 4.00% 5.00% 6.00% 7.00% 8.00%   
 
 
<TABLE>
<CAPTION>
<S>                     <C>                     <C>         <C>                                            
Single Return             Joint Return*         Bracket**   Then taxable-equivalent yield is:              
 
$ 23,351 - $ 56,500     $ 39,001 - $ 94,250     28.0%        2.78% 4.17% 5.56% 6.94% 8.33% 9.72% 11.11%    
 
$ 56,501 - $ 117,950    $ 94,251 - $ 143,600    31.0%        2.90% 4.35% 5.80% 7.25% 8.70% 10.14% 11.59%   
 
$ 117,951 - $ 256,500   $ 143,601 - $ 256,500   36.0%        3.13% 4.69% 6.25% 7.81% 9.38% 10.94% 12.50%   
 
$ 256,501 -             $ 256,501 -             39.6%        3.31% 4.97% 6.62% 8.28% 9.93% 11.59% 13.25%   
 
</TABLE>
 
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
A tax-free fund may invest a portion of its assets in obligations that are
subject to federal income tax. When the fund invests in these obligations,
its tax-equivalent yields will be lower. In the table above, tax-equivalent
yields are calculated assuming investments are 100% federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the    NAV     over a
stated 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 total return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. For
class   e    s less than one year old, average annual returns covering
periods of less than one year are calculated by determining a class's total
return for the period, extending that return for a full year (assuming that
return remains constant over the year), and quoting the result as an annual
return. While average annual 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 the 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, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking the
maximum        sales charge into account. Excluding the sales charge from a
total return calculation produces a higher total return figure. Total
returns, yield, and other performance information may be quoted numerically
or in a table, graph, or similar illustration.
NET ASSET VALUE. Charts and graphs using    NAVs    , adjusted    NAVs    ,
and benchmark indices may be used to exhibit performance. An adjusted NAV
includes any distributions paid and reflects all elements of its return.
Unless otherwise indicated, adjusted NAVs are not adjusted for sales
charges, if any   .    
MOVING AVERAGES. A growth or growth and income fund may illustrate   
    performance using moving averages. A long-term moving average is the
average of each week's adjusted closing NAV for a specified period. A
short-term moving average is the average of each day's adjusted closing NAV
for a specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving averages
for a specified period to produce indicators showing when an NAV has
crossed, stayed above, or stayed below its moving average. 
The 13-week and 39-week long-term moving averages    as of November 25,
1994     are shown below: 
        13-Week 39-Week
Equity Portfolio Growth: Class A                $ 28.83            $
28.55    
   Equity Portfolio Growth: Institutional Class  29.17  28.84    
Equity Income: Class A    16.24  15.65
Equity Income: Class B    16.23  15.64
Equity Income: Institutional Class   16.33  15.70
HISTORICAL BOND FUND RESULTS. The following tables show yields,
tax-equivalent yields (for tax-free funds), and total returns for    the
    period        ended    November 30, 1994     for each class of the
following funds. The tax-equivalent yield is based on a    31    % federal
income tax rate. Note that each fund may invest in securities whose income
is subject to the federal alternative minimum tax.
      Average Annual Total Returns   Cumulative Total Returns   
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>      <C>              <C>      <C>            <C>             <C>             <C>             <C>              
                          Tax-Equivalent   One      Five           Ten Years/      One             Five            Ten Years/       
                  Yield   Yield            Year     Years          Life of Fund*   Year            Years           Life of Fund*    
 
Limited           5.98%   N/A              -7.07%   6.59%          8.90%           -2.44%          44.42   %       146.17   %       
Term                                              
Bond   :                   
   Class     A**           
 
Limited       5.47   %    N/A              -6.59%   7.38%         9.37%            -2.91   %       43.72   %       144.98   %       
Term Bond   :                                                                  
   Class     B***          
 
Limited       6.53   %    N/A              -2.10%   7.86%       9.55   %        -2.10   %       46.01   %       148.89   %       
Term Bond   :                                           
       Ins   titutiona          
   l Class                  
 
Ltd Term      4.97   %   7.20%            -10.25%   4.05%       5.93   %        -5.78   %       28.03   %       78.39   %        
Tax-                                                    
Exempt   :                 
   Class     A**            
 
Ltd Term      4.35   %   6.30%            -9.74%    4.84%       6.44   %        -6.15   %       27.53   %       77.69   %        
Tax-Exem                                                
pt   : Class               
       B***                
 
Ltd Term      5.47   %   7.93%            -5.43%    5.21%       6.57   %        -5.43   %       28.90   %       79.59   %        
Tax-Exempt                                              
   :                       
       Inst   itutional      
   Class                    
 
</TABLE>
 
* From commencement of operations   : September 19, 1985 for Limited Term
Tax-Exempt.    
**    Average annual t    otal return figures include the effect of the
class's    maximum     4.75% front-end sales charge.    Cumulative total
returns do not include the effect of this charge and would have been lower
if it had been taken into account. On September 10, 1992, a 0.25% 12b-1 fee
for all fixed-income Class A shares was imposed, which is not reflected in
returns prior to that date.    
***    Average annual t    otal return figures include the effect of the
class's maximum 4.0%    contingent deferred sales charge
(    CDSC   )    .    Cumulative total returns do not include the effect of
this charge and would have been lower if it had been taken into account. On
June 30, 1994, a 1.00% 12b-1 fee for all Class B shares was imposed, which
is not reflected in returns prior to that date. Returns prior to that date
reflect Class A data.    
Note: If FMR had not reimbursed certain fund expenses during these periods,
the yield and total returns for each    class     would have been lower.
   For the period ended November 30, 1994, yields for Limited Term Bond
would have been 5.91% (Class A), 4.71% (Class B), and 6.53% (Institutional
Class), yields for Limited Term Tax-Exempt would have been 4.83% (Class A),
3.64% (Class B), and 5.36% (Institutional Class), and tax-equivalent yields
for Limited Term Tax-Exempt would have been 7.00% (Class A), 5.28% (Class
B), and 7.77% (Institutional Class), if these reimbursements had not been
in effect.    
HISTORICAL EQUITY FUND RESULTS. The following table shows the total returns
for    the period     ended    November 30, 1994 for each class of the
following funds.     
      Average Annual Total Returns   Cumulative Total Returns   
 
 
 
 
<TABLE>
<CAPTION>
<S>                   <C>            <C>             <C>             <C>   <C>            <C>              <C>                     
                       One            Five            Ten                   One            Five             Ten                     
                       Year           Years           Years                 Year           Years            Years                   
 
   Equity              -3.24%         16.55%          19.14%                1.58%          125.75%          504.83%                 
   Portfolio                                                                                                                       
   Growth:                                                                                                                          
   Class     A   **                                                                                                                 
 
   Equity              2.46   %       18.10   %       19.93   %             2.46   %       129.70   %       515.42   %              
   Portfolio                                                                                                                        
   Growth    :                                                                                                                      
       Inst.    Class                                                                                                               
 
   Equity              3.67   %       9.10   %        12.68   %             8.84   %       62.28   %        246.39   %              
   Income    :                                                                                                                      
   Class     A   **                                                                                                                
 
   Equity              4.77   %       10.02   %       13.22   %             8.77   %       62.17   %        246.17   %              
   Income    :                                                                                                                     
   Class                                                                                                                           
       B   ***                                                                                                                     
 
   Equity              9.82   %       10.56   %       13.43   %             9.82   %       65.21   %        252   .    65   %       
   Income    :                                                                                                                     
Inst.    Class                                                                                                                      
 
</TABLE>
 
**    Average annual t    otal return figures include the effect of the
class's    maximum     4.75% front-end sales charge.    Cumulative total
returns do not include the effect of this charge and would have been lower
if it had been taken into account. On September 10, 1992, a 0.65% 12b-1 fee
for all equity Class A shares was imposed, which is not reflected in
returns prior to that date.    
***    Average annual t    otal return figures include the effect of the
class's maximum 4.0% CDSC.    Cumulative total returns do not include the
effect of this charge and would have been lower if it had been taken into
account. On June 30, 1994, a 1.00% 12b-1 fee for all Class B shares was
imposed, which is not reflected in returns prior to that date. Returns
prior to that date reflect Class A data.    
Note: If FMR had not reimbursed certain fund expenses during these periods,
each fund's total returns would have lower. 
   The     following tables show the income and capital elements of the
cumulative total return for each class of each fund. The table compares
each    class'     return to the record of the Aggregate Bond Index
Portfolio (bond funds only), the S&P 500 (equity funds only), the Dow Jones
Industrial Average (DJIA) (equity funds only), and the cost of living
(measured by the Consumer Price Index (CPI)   )     over the same period.
The CPI information is as of the month end closest to the initial
investment date for each fund.        The comparisons to the Aggregate Bond
Index Portfolio show a class's total return compared to the record of a
broad average of debt securities. The Aggregate Bond Index is a total
return index measuring both the capital price changes and the income
underlying the universe of securities weighted by market value outstanding,
and, unlike a class's returns, its returns do not include the effect of
paying brokerage commissions and other costs of investing. The S&P 500 and
DJIA comparisons are provided to show how each class'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, over
the same period. Of course, since bond funds invest in fixed-income
securities, common stocks represent a different type of investment from the
fund. Common stocks generally offer greater growth potential than mutual
funds, but generally experience greater price volatility, which means
greater potential for loss. In addition, common stocks generally provide
lower income than a fixed-income investment such as the funds. Each 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. Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the classes' returns, do not include
the effect of paying brokerage commissions or other costs of investing.
The tables    also     show the    growth over ten years (or the life of
the fund, if less than ten years)     of a hypothetical $10,000 investment
in each class, assuming all distributions were reinvested. This was a
period of fluctuating interest rates, bond prices, and stock prices and the
figures below should not be considered representative of the dividend
income or capital gain or loss that could be realized from an investment in
the class today. Tax consequences of different investments have not been
factored into the figures.
INSTITUTIONAL CLASS CHARTS. Institutional Class shares are sold to eligible
investors without a sales charge or a 12b-1 fee.
CLASS A CHARTS. Class A shares are sold to eligible investors with a
maximum 4.75% front-end sales charge, which is reflected in the figures set
forth in the charts below. On    September 10, 1992    , a    0.65%    
(for equity funds) or a    0.25%     (for fixed-income funds) 12b-1 fee for
all Class A shares was imposed. The Class A 12b-1 fee is not reflected in
figures prior to that date. The initial offering of Class A shares for
Equity Portfolio Growth,    Equity Income    , Limited Term Tax-Exempt, and
Limited Term Bond was    September 10, 1992    . Prior to that date, the
figures for these funds reflect Institutional Class data, i.e., no   
    12b-1 fee.
CLASS B CHARTS. Class B shares are sold to eligible investors with a 1.00%
12b-1 fee and may be subject to the contingent deferred sales charge upon
redemption (maximum 4.00%). The 1.00% 12b-1 fee is reflected in figures for
the period beginning on    June 30, 1994    , the initial offering date of
Class B shares. Prior to that date, the figures for Class B shares reflect
Class A and Institutional Class data, as applicable, for the particular
fund, as described above.
EQUITY PORTFOLIO GROWTH-CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>              <C>             <C>             <C>              <C>              <C>              <C>              
          Value of         Value of                                                                                            
 
Year      Initial          Reinvested      Reinvested                                                         Cost             
 
Ended     $10,000          Dividend        Capital Gain    Total            S&P                               of               
 
Nov. 30   Investment       Distributions   Distributions   Value            500              DJIA             Living           
 
1985         $    13,155      $       0       $       0       $    13,155      $    12,899      $    12,966      $    10,351   
 
1986      15,634           28              459             16,121           16,469           17,477           10,484           
 
1987      11,767           31              1,564           13,36   2        15,699           17,258           10,959           
 
1988      14,258           52              3,029           17,339           19,361           20,628           11,425           
 
1989      20,545           611             4,364           25,520           25,333           27,398           11,956           
 
1990      18,445           674             7,102           26,22   1        24,451           26,939           12,707           
 
1991      28,800           1,052           11,089          40,941           29,428           31,509           13,086           
 
1992      31,232           1,199           17,090          49,52   1        34,872           37,054           13,485           
 
1993      34,992           1,512           20,207          56,71   1        38,394           42,501           13,846           
 
1994      33,830           1,462           22,318          57,610           38,795           44,332           14,236           
 
</TABLE>
 
EQUITY PORTFOLIO GROWTH-INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>   <C>    <C>      
          Value of     Value of                                                      
 
Year      Initial      Reinvested      Reinvested                           Cost     
 
Ended     $10,000      Dividend        Capital Gain    Total   S&P          of       
 
Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>              <C>            <C>            <C>              <C>              <C>              <C>              
1985      $    13,811      $       0      $       0      $    13,811      $    12,899      $    12,966      $    10,351   
 
1986   16,413           29             482             16,924           16,469           17,477           10,484          
 
1987   12,354           32             1,641           14,027           15,699           17,258                  10,959   
 
1988   14,969           55             3,180           18,204           19,361           20,628                  11,425   
 
1989   21,569           642            4,582           26,793           25,333           27,398           11,956          
 
1990   19,365           707            7,456           27,528           24,451           26,939           12,707          
 
1991   30,237           1,104          11,642          42,983           29,428           31,509           13,086          
 
1992   32,839           1,261          17,970          52,070           34,872           37,054           13,485          
 
1993   37,036           1,645          21,386          60,067           38,394           42,501           13,846          
 
1994   35,990           1,822          23,731          61,543           38,795           44,332           14,236          
 
</TABLE>
 
 
   EQUITY INCOME    -CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>   <C>    <C>      
               Value of     Value of                                                      
 
   Year        Initial      Reinvested      Reinvested                           Cost     
 
   Ended       $10,000      Dividend        Capital Gain    Total   S&P          of       
 
Nov. 30        Investment   Distributions   Distributions   Value   500   DJIA   Living   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>       <C>       <C>            <C>       <C>       <C>       <C>       
1985   $11,116    $  777      $       0   $11,893   $12,899   $12,966   $10,351   
 
1986   12,595    1,711     380             14,686    16,469    17,477    10,484   
 
1987   10,167    2,077     1,373           13,617    15,699    17,258    10,959   
 
1988   10,325    3,242     3,725           17,292    19,361    20,628    11,425   
 
1989   11,413    4,801     4,118           20,332    25,333    27,398    11,956   
 
1990   8,855     4,848     3,598           17,301    24,451    26,939    12,707   
 
1991   10,306    6,782     4,188           21,276    29,428    31,509    13,086   
 
1992   11,962    8,862     4,860           25,684    34,872    37,054    13,485   
 
1993   13,822    10,876    5,616           30,314    38,394    42,501    13,846   
 
1994   14,846    12,116    6,032           32,994    38,795    44,332    14,236   
 
</TABLE>
 
 
   EQUITY INCOME    -CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>   <C>    <C>      
          Value of     Value of                                                      
 
Year      Initial      Reinvested      Reinvested                           Cost     
 
Ended     $10,000      Dividend        Capital Gain    Total   S&P          of       
 
Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>       <C>             <C>            <C>                     <C>              <C>              <C>              
1985   $11,670      $      816      $       0   $12,486                 $12,899          $12,966          $10,351          
 
1986   13,223    1,797           398                    15,418                  16,469           17,477           10,484   
 
1987   10,674    2,180           1,441                  14,29   5               15,699           17,258           10,959   
 
1988   10,840    3,403           3,911                  18,154                  19,361           20,628           11,425   
 
1989   11,982    5,040           4,323                  21,34   5               25,333           27,398           11,956   
 
1990   9,297     5,090           3,777                  18,164                  24,451           26,939           12,707   
 
1991   10,820    7,120           4,396                  22,33   6               29,428           31,509           13,086   
 
1992   12,559    9,304           5,103                  26,96   6               34,872           37,054           13,485   
 
1993   14,512    11,418          5,896                  31,826                  38,394           42,501           13,846   
 
1994   15,566    12,725          6,325                  34,616                  38,795           44,332           14,236   
 
</TABLE>
 
EQUITY INCOME-INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>   <C>    <C>      
          Value of     Value of                                                      
 
Year      Initial      Reinvested      Reinvested                           Cost     
 
Ended     $10,000      Dividend        Capital Gain    Total   S&P          of       
 
Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>       <C>             <C>            <C>              <C>              <C>              <C>              
1985   $11,670      $      816      $       0   $12,486          $12,899          $12,966          $10,351          
 
1986   13,223    1,797           398                    15,418           16,469           17,477           10,484   
 
1987   10,674    2,180           1,441                  14,295           15,699           17,258           10,959   
 
1988   10,840    3,403           3,911                  18,154           19,361           20,628           11,425   
 
1989   11,982    5,040           4,323                  21,345           25,333           27,398           11,956   
 
1990   9,297     5,090           3,777                  18,164           24,451           26,939           12,707   
 
1991   10,820    7,120           4,396                  22,336           29,428           31,509           13,086   
 
1992   12,578    9,318           5,111                  27,007           34,872           37,054           13,485   
 
1993   14,580    11,608          5,924                  32,112           38,394           42,501           13,846   
 
1994   15,693    13,195          6,376                  35,264           38,795           44,332           14,236   
 
</TABLE>
 
 
LIMITED TERM BOND-CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>         <C>      
          Value of     Value of                                                     
 
Year      Initial      Reinvested      Reinvested              Aggregate   Cost     
 
Ended     $10,000      Dividend        Capital Gain    Total   Bond        of       
 
Nov. 30   Investment   Distributions   Distributions   Value   Index       Living   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>       <C>               <C>            <C>              <C>              <C>              
1985   $10,089       $     1,093      $       0   $11,182          $13,436          $10,351          
 
1986   10,749    2,315             22                     13,086           15,900           10,484   
 
1987   9,802     3,257             260                    13,319           16,180           10,959   
 
1988   9,735     4,499             258                    14,492           17,674           11,425   
 
1989   9,955     6,016             264                    16,235           20,211           11,956   
 
1990   9,697     7,330             257                    17,284           21,741           12,707   
 
1991   10,089    9,235             268                    19,592           24,875           13,086   
 
1992   10,175    10,919            270                    21,364           27,079           13,485   
 
1993   10,653    13,098            283                    24,034           30,029           13,846   
 
1994   9,812     13,376            260                    23,448           29,110           14,236   
 
</TABLE>
 
 
LIMITED TERM BOND-CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>         <C>      
          Value of     Value of                                                     
 
Year      Initial      Reinvested      Reinvested              Aggregate   Cost     
 
Ended     $10,000      Dividend        Capital Gain    Total   Bond        of       
 
Nov. 30   Investment   Distributions   Distributions   Value   Index       Living   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>       <C>       <C>    <C>              <C>              <C>       
1985   $10,592   $ 1,147   $  0   $11,7   39       $13,436          $10,351   
 
1986   11,285    2,431     24     13,740                   15,900   10,484    
 
1987   10,291    3,419     273    13,983                   16,180   10,959    
 
1988   10,221    4,723     271    15,215                   17,674   11,425    
 
1989   10,452    6,316     277    17,04   5                20,211   11,956    
 
1990   10,181    7,696     270    18,147                   21,741   12,707    
 
1991   10,592    9,695     281    20,568                   24,875   13,086    
 
1992   10,683    11,463    283    22,429                   27,079   13,485    
 
1993   11,185    13,751    297    25,23   3                30,029   13,846    
 
1994   10,291    13,934    273    24,498                   29,110   14,236    
 
</TABLE>
 
 
LIMITED TERM BOND-INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>         <C>      
          Value of     Value of                                                     
 
Year      Initial      Reinvested      Reinvested              Aggregate   Cost     
 
Ended     $10,000      Dividend        Capital Gain    Total   Bond        of       
 
Nov. 30   Investment   Distributions   Distributions   Value   Index       Living   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>    <C>       <C>       <C>    <C>              <C>              <C>       
1985   $10,592   $ 1,147   $  0   $11,7   39       $13,436          $10,351   
 
1986   11,285    2,431     24      13,740                  15,900    10,484   
 
1987   10,291    3,419     273     13,983                  16,180    10,959   
 
1988   10,221    4,723     271     15,215                  17,674    11,425   
 
1989   10,452    6,316     277     17,04   5               20,211    11,956   
 
1990   10,181    7,696     270     18,147                  21,741    12,707   
 
1991   10,592    9,695     281     20,568                  24,875    13,086   
 
1992   10,683    11,498    283     22,464                  27,079    13,485   
 
1993   11,205    13,920    297     25,422                  30,029    13,846   
 
1994   10,311    14,304    273     24,88   8               29,110    14,236   
 
</TABLE>
 
 
LIMITED TERM TAX-EXEMPT-CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>         <C>        
          Value of     Value of                                                       
 
Year      Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Nov. 30   Investment   Distributions   Distributions   Value   Index**     Living**   
 
</TABLE>
 
1985*   $ 9,792   $  126   $   0   $ 9,918         $10,455   $10,065   
 
1986    10,468    826      51      11,345           12,372    10,194   
 
1987    9,887     1,451    117     11,455           12,590    10,656   
 
1988    10,020    2,207    118     12,345           13,752    11,108   
 
1989    10,106    3,046    119     13,271           15,726    11,625   
 
1990    10,135    3,951    120     14,20   6        16,917    12,355   
 
1991    10,287    4,955    122     15,36   4        19,356    12,724   
 
1992    10,554    6,062    125     16,741           21,071    13,112   
 
1993    9,963     6,581    1,489   18,03   3        23,366    13,463   
 
1994    8,954     6,669    1,369   16,992           22,651    13,841   
 
   * From September 19, 1985 (commencement of operations).    
   ** From month-end closest to initial investment date.    
 
LIMITED TERM TAX-EXEMPT-CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>             <C>             <C>     <C>         <C>        
               Value of     Value of                                                       
 
   Year        Initial      Reinvested      Reinvested              Aggregate   Cost       
 
   Ended       $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Nov. 30        Investment   Distributions   Distributions   Value   Index**     Living**   
 
</TABLE>
 
1985*   $10,280   $  132   $0      $10,412   $13,436          $10,065   
 
1986    10,990    867      53       11,910           15,900    10,194   
 
1987    10,380    1,524    123      12,027           16,180    10,656   
 
1988    10,520    2,317    124      12,961           17,674    11,108   
 
1989    10,610    3,198    125      13,933           20,211    11,625   
 
1990    10,640    4,148    126      14,914           21,741    12,355   
 
1991    10,800    5,202    128      16,130           24,875    12,724   
 
1992    11,080    6,365    131      17,576           27,079    13,112   
 
1993    10,460    6,909    1,564    18,933           30,029    13,463   
 
1994    9,400     6,931    1,437    17,768           29,110    13,841   
 
*  From September 19, 1985 (commencement of operations).
** From month-end closest to initial investment date.
LIMITED TERM TAX-EXEMPT-INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>         <C>        
          Value of     Value of                                                       
 
Year      Initial      Reinvested      Reinvested              Aggregate   Cost       
 
Ended     $10,000      Dividend        Capital Gain    Total   Bond        of         
 
Nov. 30   Investment   Distributions   Distributions   Value   Index**     Living**   
 
</TABLE>
 
   1985*       $10,280   $  132   $   0   $10,412   $10,455   $10,065   
 
   1986        10,990    867      53       11,910    12,372    10,194   
 
   1987        10,380    1,524    123      12,027    12,590    10,656   
 
   1988        10,520    2,317    124      12,961    13,752    11,108   
 
   1989        10,610    3,198    125      13,933    15,726    11,625   
 
   1990        10,640    4,148    126      14,914    16,917    12,355   
 
   1991        10,800    5,202    128      16,130    19,356    12,724   
 
   1992        11,080    6,371    131      17,582    21,071    13,112   
 
   1993        10,460    6,967    1,564    18,991    23,366    13,463   
 
   1994        9,410     7,110    1,440    17,960    22,651    13,841   
 
   * From September 19, 1985 (commencement of operations).    
   ** From month-end closest to initial investment date.    
The yield for the S&P 500 for the year ended December 31, 1994 was 2.93%,
calculated by dividing the dollar value of dividends paid by the S&P 500
stocks during the period by the average value of the S&P 500 on December
31, 1994. The S&P yield is calculated differently from each class's yield.
For example, a class's yield calculation treats dividends as accrued in
anticipation of payment, rather than recording them when paid.
The following table reflects the cost of the initial $10,000 investment in
each of the classes, plus the aggregate cost of reinvested dividends and
capital gain distributions, if any, from the fund's commencement of
operations to the end of its fiscal period in 1994. If no additional shares
of these funds had been acquired through the reinvestment of distributions,
the cash payments from these funds would have come to the amounts shown in
column (A) for capital gain distributions, and the amounts shown in column
(B) for income dividends. No adjustment has been made for a shareholder's
income tax liability on dividends and capital gain distributions.
              (A)             (B)         
 
              Capital Gain    Income      
 
Fund   Cost   Distributions   Dividends   
 
Equity Portfolio Growth-A               $ 24,857   $ 10,557   $    581   
 
Equity Portfolio Growth-Institutional   25,863     11,083     772        
 
   Equity Income    -A                  23,178     3,191      5,609      
 
   Equity Income    -B                  23,857     3,350      5,898      
 
   Equity Income    -Institutional      24,205     3,350      6,055      
 
Limited Term Bond-A                     23,973     230        8,552      
 
Limited Term Bond-B                     24,573     241        8,938      
 
Limited Term Bond-Institutional         24,933     241        9,089      
 
Limited Term Tax-Exempt-A               18,965     972        5,489      
 
Limited Term Tax-Exempt-B               19,339     1,020      5,724      
 
Limited Term Tax-Exempt-Institutional   19,552     1,020      5,820      
 
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. These comparisons may be expressed as mutual fund rankings
prepared by Lipper Analytical Services, Inc. (Lipper), an independent
service located in Summit, New Jersey that monitors the performance of
mutual funds. Lipper generally ranks funds on the basis of total return,
assuming reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. Lipper may also rank bond funds based on yield. In addition
to mutual fund rankings, performance may be compared to stock, bond, and
money market mutual fund performance indices prepared by Lipper or other
organizations. When comparing these indices, it is important to remember
the risk and return characteristics of each type of investment. For
example, while stock mutual funds may offer higher potential returns, they
also carry the highest degree of share price volatility. Likewise, money
market funds may offer greater stability of principal, but generally do not
offer the higher potential returns from stock mutual funds.
From time to time, performance may also be compared to other mutual funds
tracked by financial or business publications and periodicals. For example,
a class may quote Morningstar, Inc. in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. Rankings that compare the
performance of Fidelity funds to one another in appropriate categories over
specific periods of time may also be quoted in advertising.
   The funds     may be compared in advertising to Certificates of Deposit
(CDs) or other investments issued by banks or other depository
institutions. Mutual funds differ from bank investments in several
respects. For example, a fund may offer greater liquidity or higher
potential returns than CDs, a fund does not guarantee your principal or
your return, and fund shares are not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; Fidelity Asset Allocation Program materials,
including computerized investment planning software and a workbook
describing general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires designed
to help create a personal financial profile; worksheets used to assess
savings needs based on assumed rates of inflation and hypothetical rates of
return; and action plans offering investment alternatives. Materials may
also include discussions of Fidelity's asset allocation funds and other
Fidelity funds, products, and services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices. 
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the classes.
Performance comparisons may also be made to other compilations or indices
that may be developed and made available in the future.
Each class of a bond fund may compare its performance or the performance of
securities in which that bond fund may invest to averages published by IBC
USA (Publications), Inc. of Ashland, Massachusetts. These averages assume
reinvestment of distributions. The Bond fund Report AverageS(trademark)/All
Taxable, and the Bond fund Report AverageS(trademark)/Municipal (Limited
Term Tax-Exempt,    Limited Term Bond    ), both of which    are    
reported in the BOND FUND REPORT(registered trademark), covers over
48   8     taxable bond    and 433 tax-free     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. A bond fund, however, invests in
longer-term instruments and its share price changes daily in response to a
variety of factors.
A tax-free bond fund 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 principal.
Although some individual municipal bonds might offer a higher return, they
do not offer the reduced risk of a mutual fund that invests in many
different securities. The initial investment requirements and sales charges
of many tax-free mutual funds are lower than the purchase cost of
individual municipal bonds, which are generally issued in $5,000
denominations and are subject to direct brokerage costs.
   In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds, retirement
investing; brokerage products and services; and the effects of periodic
investment plans and dollar cost averaging. In addition, Fidelity may quote
financial or business publications and periodicals, including model
portfolios or allocations, as they relate to fund management, investment
philosophy, and investment techniques.    
   Each fund may present its fund number, QuotronTM number, and CUSIP
number, and discuss or quote its current portfolio manager.    
VOLATILITY. Various measures of volatility and benchmark correlation may be
quoted in advertising. In addition, a fund may compare these measures to
those of other funds. Measures of volatility seek to compare the fund's
historical share price fluctuations or total returns to those of a
benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate a class's price movements over specific
periods of time. Each point on the momentum indicator represents the
class's percentage change in price movements over that period. 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 class at periodic intervals, thereby purchasing
fewer shares when prices are high and more shares when prices are low.
While such a strategy does not assure a profit or guard against loss in a
declining market, the investor's average cost per share can be lower than
if fixed numbers of shares are purchased at the same intervals. In
evaluating such a plan, investors should consider their ability to continue
purchasing shares during periods of low price levels.
A class may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of    December 31, 1994    , FMR advised over $   35     billion in
tax-free fund assets, $   65     billion in money market fund assets,
$   165     billion in equity fund assets, and $   35     billion in
international fund assets. The funds may reference the growth and variety
of money market mutual funds and the adviser's innovation and participation
in the industry. The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager. FMR, its subsidiaries, and affiliates maintain
a worldwide information and communications network for the purpose of
researching and managing investments abroad, with over 99 employees in over
4 foreign countries.
In addition to performance rankings, each class of each bond fund may
compare its total expense ratio to the average total expense ratio of
similar funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments because
of its effect on yield. 
   Each fund may be advertised as part of certain asset allocation programs
involving other Fidelity mutual funds. These asset allocation programs may
advertise a model portfolio and its performance results.    
   Each fund may be advertised as part of a no-transaction-fee ("NTF")
program in which Fidelity and non-Fidelity mutual funds are offered. The
Fidelity Spectrum Program, and NTF programs offered to institutional
clients, may include the funds and may include performance results.    
ADDITIONAL PURCHASE   , EXCHANGE     AND REDEMPTION INFORMATION
Each fund is open for business and the NAV for each class is calculated
each day the NYSE is open for trading. The NYSE has designated the
following holiday closings for 1995: New Year's Day (observed),
Washington's Birthday    (observed)    , Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. Although
FMR expects the same holiday schedule to be observed in the future, the
NYSE may modify its holiday schedule at any time. Each class's NAV is
calculated as of the close of the NYSE (normally 4:00 p.m. Eastern time).
However, NAV may be calculated earlier if trading on the NYSE is restricted
or as permitted by the SEC. To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, a class's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of a fund's
portfolio securities may not occur on days when the fund is open for
business. Certain Fidelity funds may follow different holiday closing
schedules.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a    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 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
 
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months,    Fidelity     may reinvest your distributions at
the then-current NAV. All subsequent distributions will then be reinvested
until you provide the    t    ransfer    a    gent with alternate
instructions.
DIVIDENDS. A portion of a    f    und's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that a    f    und's income is derived from qualifying dividends.
Because a    f    und may        earn other types of income, such as
interest, income from securities loans, non-qualifying dividends and
short-term capital gains, the percentage of dividends from the equity
portfolios that qualify for the deduction    generally will     be less
than 100%. A    f    und will notify corporate shareholders annually of the
percentage of    f    und dividends which qualify for the dividends
received deduction. A portion of a    f    und's dividends derived from
certain U.S. government obligations may be exempt from state and local
taxation. Gains (losses) attributable to foreign currency fluctuations are
generally taxable as ordinary income   ,     and therefore will increase
(decrease) dividend distributions.    Short-term capital gains are
distributed as dividend income.     A    f    und will send each
shareholder a notice in January describing the tax status of dividends and
capital gain distributions for the prior year.
   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 securities will be
considered tax-exempt for purpos    es of a fund's policies of investing so
that at least 80% of its income is free from federal income tax. Interest
from private activity    securities is a tax preference item for the
purpose of determining whether a taxpayer is subject to the AMT and the
amount of AMT tax to be paid, if any. Private activity securities issued
after August 7, 1986 to benefit a private or industrial user or to finance
    a private facility are affected by this rule.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by a    f    und
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 a    f    und, and such shares are
held six months or less and are sold at a loss, the portion of the loss
equal to the amount of the long-term capital gain distribution will be
considered a long-term loss for tax purposes.    Short-term capital gains
distributed by each fund are taxable to shareholders as dividends, not as
capital gains.    
A portion of the gain on bonds purchased at a discount after April 30, 1993
and short-term capital gains distributed by the    f    und are federally
taxable to shareholders as dividends, not as capital gains. Distributions
from the 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 the purposes of the    f    und's policy of
investing so that at least 80% of its income is free from federal income
tax.
   As of November 30, 1994, Limited Term Bond had a capital loss carryover,
available to offset future capital gains, of approximately $6,852,000, of
which $5,673,000, $1,034,000, and $145,000 will expire on November 30,
1998, 1999, and 2002, respectively.    
   As of November 30, 1994, Limited Term Tax-Exempt had a capital loss
carryover, available to offset future capital gains, of approximately
$627,000, which will expire on November 30, 2002.    
FOREIGN TAXES.  Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities.    Foreign governments
may also impose taxes on other payments or gains with respect to foreign
securities.     Because none of the funds currently anticipate that
securities of foreign corporations will constitute more than 50% of its
total assets at the end of its fiscal year, shareholders should not expect
to claim a foreign tax credit or deduction on their federal income tax
returns with respect to foreign taxes withheld.
TAX STATUS OF THE FUNDS. Each    f    und        intends to continue to
qualify    each year     as a "regulated investment company" for tax
purposes, so that it will not be liable for federal tax on income and
capital gains distributed to shareholders. In order to qualify as a
regulated investment company and avoid being subject to federal income or
excise taxes, each Fund intends to distribute substantially all of its net
investment income and realized capital gains within each calendar year as
well as on a fiscal year basis. Each 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 a    f    und's gross
income for each fiscal year. Gains from some forward currency contracts,
futures contracts, and options are included in this 30% calculation, which
may limit a Fund's investments in such instruments.
If a    f    und purchases shares in certain foreign investment entities,
called passive foreign investment companies (PFICs), it may be subject to
U.S. federal income tax on a portion of any excess distribution or gain
from the disposition of such shares. Interest charges may also be imposed
on the    f    und with respect to deferred taxes arising from such
distributions or gains.
Each    f    und is treated as a separate entity from the other funds in
its Trust, if any, for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting a    f    und and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal income taxes, shareholders of a
   f    und may be subject to state and local taxes on distributions
received from    the        f    und. Investors should consult their tax
advisors to determine whether a    f    und is suitable for their
particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. Through ownership of voting common stock and the execution of a
shareholders' voting agreement, Edward C. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family form a
controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company    (FIIOC)    , which
performs shareholder servicing functions for institutional customers and
funds sold through intermediaries; and Fidelity Investments Retail
Marketing Company, which provides marketing services to various companies
within the Fidelity organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Board of Trustees and executive officers of the Trusts 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 a fund
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.   ,     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.   ,     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 a
consultant to Western Mining Corporation (1994). Prior to February 1994, he
was President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) 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, P.O. Box 264, Bridgehampton, 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 is a member of 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, 3881-2 Lander Road, Chagrin Falls, 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 Investments, a Trustee and member of the
Executive Committee of the Cleveland Clinic Foundation, a Trustee and
member of the Executive Committee of University School (Cleveland), and a
Trustee of Cleveland Clinic Florida.
   DONALD J. KIRK, One Harborside, 680 Steamboat Road,        Greenwich,
CT, Trustee, is Executive-in-Residence (1995) at Columbia University
Graduate School of Business and a financial consultant. From 1987 to
January 1995, Mr. Kirk was a Professor at Columbia University Graduate
School of Business. Prior to 1987, he was Chairman of the Financial
Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund, Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association, and as a Member of
the Public Oversight Board of the American Institute of Certified Public
Accountants' SEC Practice Section (1995).    
*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        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 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   ,     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), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
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). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is 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).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., 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), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc. (1989), and AppleSouth, Inc. (restaurants,
1992).
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).
JOHN H. COSTELLO, Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH, Assistant Treasurer (1994), is an employee of FMR (1994).
Prior to becoming Assistant Treasurer of the Fidelity funds, Mr. Rush was
Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial Officer
of Fidelity Brokerage Services, Inc. (1990-1993); and Vice President,
Assistant Controller, and Director of the Accounting Department - First
Boston Corp. (1986-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President (1993) and General
Counsel of FMR, Vice President-Legal of FMR Corp., and Vice President and
Clerk of FDC.
WILLIAM J. HAYES, Vice President (1994), is Vice President of Fidelity's
equity funds; Senior Vice President of FMR; and Managing Director of FMR
Corp.
ROBERT H. MORRISON, Manager of Security Transactions of Fidelity's equity
funds, is Vice President of FMR
MICHAEL GRAY, is Vice President of Limited Term Bond (1989) and an employee
of FMR.
JOHN F. HALEY, JR., is Vice President of Limited Term Tax-Exempt, and an
employee of FMR.
ROBERT STANSKY, is Vice President of Equity Portfolio Growth (1991) and of
other funds advised by FMR, and an employee of FMR.
    The following table sets forth information describing the compensation
of each current non-interested trustee of each fund for his or her services
as trustee for the fiscal year ended November 30, 1994.    
   COMPENSATION TABLE    
             Aggregate Compensation        
 
 
 
 
<TABLE>
<CAPTION>
<S>            <C>      <C>        <C>        <C>        <C>      <C>         <C>              <C>              <C>               
                Ralph    Phyllis    Richard    E.        Donald   Gerald C.    Edward           Marvin           Thomas         
                   F. Cox Burke     J. Flynn   Bradley   J. Kirk  McDonough    H.              L. Mann          R.            
                            Davis                Jones                            Malone                            Williams       
 
   Equity       $ 473    $ 460      $ 569      $ 462      $ 467     $ 473        $ 479            $ 474            $ 469          
   Portfolio                                  
   Growth                                     
 
   Equity        127      123        152        123        125       126          128              127              125           
   Income                                     
 
   Limited       139      136        168        136        138       139          141              139              138           
   Term Bond                                  
 
   Limited       34       33         41         33         33        34           34               34               33            
   Term                                      
   Tax-Exemp                                   
   t                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                          <C>                        <C>                        <C>                     
                                Pension or                Estimated Annual           Total               
                                Retirement                 Benefits Upon              Compensation         
                                Benefits Accrued           Retirement from            from the Fund
       
                                from the Fund              the Fund                   Complex*             
                                Complex*                   Complex*                                        
 
   Ralph F. Cox                 $ 5,200                    $ 52,000                   $ 125,000            
 
   Phyllis Burke Davis           5,200                      52,000                     122,000             
 
   Richard J. Flynn              0                          52,000                     154,500             
 
   E. Bradley Jones              5,200                      49,400                     123,500             
 
   Donald J. Kirk                5,200                      52,000                     125,000             
 
   Gerald C. McDonough           5,200                      52,000                     125,000             
 
   Edward H. Malone              5,200                      44,200                     128,000             
 
   Marvin L. Mann                5,200                      52,000                     125,000             
 
   Thomas R. Williams            5,200                      52,000                     126,500             
 
</TABLE>
 
   * Information is as of December 31, 1994 for the 206 funds in the
complex.    
    Under a retirement program adopted in July, 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments are not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.    
On    January 31, 1995    , the trustees and officers owned in the
aggregate less than 1% of each fund's outstanding shares.
MANAGEMENT    CONTRACT     AND OTHER SERVICES
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Trustees, directs the
investments of each fund in accordance with its investment objective,
policies and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the Trust or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities. In addition, FMR or its affiliates, subject to the supervision
of the Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include providing
facilities for maintaining each fund's organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
In addition to the management fee payable to FMR and the fees payable, as
applicable, to    the transfer agent and the     pricing and bookeeping
agent,        each fund pays all of its expenses, without limitation, that
are not assumed by those parties. Each fund pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor and non-interested
Trustees. Although each fund's current management contract provides that
each fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices and reports to shareholders,
the Trust, on behalf of each fund has entered into a revised transfer agent
agreement, pursuant to which the transfer agent bears the costs of
providing these services to existing shareholders. Other expenses paid by
each fund include interest, taxes, brokerage commissions, each fund's
proportionate share of insurance premiums and Investment Company Institute
dues, and the costs of registering shares under federal and state
securities laws. Each fund is also liable for such non-recurring expenses
as may arise, including costs of any litigation to which each fund may be a
party, and any obligation it may have to indemnify its officers and
Trustees with respect to litigation.
   FIIOC is transfer and shareholders' servicing agent for Institutional
Class shares of Equity Portfolio Growth, Equity Income and Limited Term
Bond (the Taxable Funds). UMB is the transfer agent and shareholders'
servicing agent for Institutional Class shares of Limited Term Tax-Exempt.
On behalf of Institutional Class shares of Limited Term Tax-Exempt, UMB has
entered into a sub-arrangement with FIIOC pursuant to which FIIOC serves as
transfer and shareholders' servicing agent for Institutional Class shares.
For every account, the Institutional Class of each fund pays an annual fee
and an asset-based fee based on account size.    
   For accounts that FIIOC maintains on behalf of UMB, FIIOC receives all
such fees. The asset-based fees of the equity funds are subject to
adjustments if the year-to-date total return of the S&P 500 is greater than
positive or negative 15%.    
   FIIOC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FIIOC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional information,
and all other reports, notices, and statements to shareholders, with the
exception of proxy statements.    
   FSC performs the calculations necessary to determine NAV and dividends
for the Institutional Class of each Taxable Fund, maintains each Taxable
Fund's accounting records and administers each Taxable Fund's securities
lending program. UMB has sub-arrangements with FSC pursuant to which FSC
performs the calculations necessary to determine the NAV and dividends for
the Institutional Class of Limited Term Tax-Exempt, and maintains the
accounting records for Limited Term Tax-Exempt. The fee rates for pricing
and bookkeeping services are based on each fund's average net assets
specifically, 0.06% for the first $500 million of average net assets and
0.03% 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. Pricing and
bookkeeping fees, including related out-of-pocket expenses, paid by the
funds for the past three fiscal years were as follows:    
                          1994       1993       1992      
 
Equity Portfolio Growth   $461,039   $234,813   $79,601   
 
                                                          
 
Equity Income             $168,364   $113,026   $91,899   
 
Limited Term Bond         $118,125   $81,106    $97,683   
 
Limited Term              $48,062    $45,724    $59,094   
Tax-Exempt                                                
 
   FSC also receives fees for administering the Taxable Funds' securities
lending programs. Securities lending fees are based on the number and
duration of individual securities loans. Currently, only Limited Term Bond
is authorized to participate in the securities lending program. Securities
lending fees paid by Limited Term Bond for the fiscal years ended November
30, 1994, 1993, and 1992 were $0, $0, and $25, respectively.    
   For Limited Term Tax-Exempt, the transfer agent fees and charges, and
pricing and bookkeeping fees described above are paid to FIIOC and FSC,
respectively, by UMB, which is entitled to reimbursement from the fund for
these expenses.    
FMR is each fund's manager pursuant to management contracts approved by
shareholders on the dates shown in the table below. The management fee paid
to FMR is reduced by an amount equal to the fees and expenses of the
non-interested Trustees.
    Date of Management Contract Date of Shareholder Approval
Equity Portfolio Growth  December 1, 1990  November 14, 1990
   Equity Income       August 1, 1986   July 23, 1986
Limited Term Bond Fund  January 1, 1995   December 14, 1994
Limited Term Tax-Exempt January 29, 1989   November 16, 1988
For the services of FMR under the contract,    Equity Income     pays FMR a
monthly management fee at the annual rate of .50% of the average net assets
of    Equity Income     throughout the month. For the fiscal years ended
November 30, 1994, 1993, and 1992, FMR received $   1,392,206    , $933,830
and $622,216, respectively   .    
For the services of FMR under the contract, Equity Portfolio Growth,
Limited Term Bond, and Limited Term Tax-Exempt pay FMR a monthly management
fee composed of a basic fee.
COMPUTING THE BASIC FEE. Equity Portfolio Growth, Limited Term Bond, and
Limited Term Tax-Exempt's basic fee rates are composed 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 following graduated fee rate schedules.
Also shown below on the right is the effective annual group fee rate
schedule which is the result of cumulatively applying the annualized rates
at varying asset levels. For example, the effective annual fee rate at
   $274     billion of group net assets - the approximate level for
November 30, 1994    - was 0.    3190   % for equity funds and 0.1560% for
fixed-income funds    , which are the weighted averages of the respective
fee rates for each level of group net assets up to that level.
FIXED-INCOME FUNDS
The following fee schedule is the current fee schedule for all fixed-income
funds.
 GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
Average Group      Annualized   Group Net        Effective Annual Fee   
Assets             Rate         Assets           Rate                   
 
0 - $  3 billion   .3700%        $ 0.5 billion   .3700%                 
 
3 -     6          .3400          25             .2664                  
 
6 -     9          .3100          50             .2188                  
 
9 -    12          .2800          75             .1986                  
 
12 -   15          .2500         100             .1869                  
 
15 -   18          .2200         125             .1793                  
 
18 -   21          .2000         150             .1736                  
 
21 -   24          .1900         175             .1690                  
 
24 -   30          .1800         200             .1652                  
 
30 -   36          .1750         225             .1618                  
 
36 -   42          .1700         250             .1587                  
 
42 -   48          .1650         275             .1560                  
 
48 -   66          .1600         300             .1536                  
 
66 -   84          .1550         325             .1514                  
 
84 -  120          .1500         350             .1494                  
 
120 -  156         .1450         375             .1476                  
 
156 -  192         .1400         400             .1459                  
 
192 -  228         .1350                                                
 
228 -  264         .1300                                                
 
264 -  300         .1275                                                
 
300 -  336         .1250                                                
 
336 -  372         .1225                                                
 
Over 372           .1200                                                
 
This fee schedule was approved by shareholders of    Limited Term Bond on
December 14, 1994.     (See chart indicating date of management contract
and shareholder approval.)
Under Limited Term Tax-Exempt's current management contract, the group fee
rate is based on a schedule with breakpoints ending at .1400% for average
group net assets in excess of $174 billion. The following fee schedule is
the fee schedule which was in effect through August 1, 1994, and was   
    voluntarily adopted by FMR. Group fee rate breakpoints shown for
average group net assets in excess of $120 billion and under $228 billion
were voluntarily adopted by FMR, and went into effect on January 1, 1992.
Additional breakpoints for average group net assets in excess of $228
billion were voluntarily adopted by FMR on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints   , as shown on page
35.    
Each revised group fee rate schedule provides for lower management fee
rates as FMR's assets under management increase.
   GROUP FEE RATE SCHEDULE        EFFECTIVE ANNUAL FEE RATES   
 
Average Group      Annualized   Group Net        Effective Annual   
Assets             Rate         Assets           Fee Rate           
 
0 - $  3 billion   .3700%        $ 0.5 billion   .3700%             
 
3 -     6          .3400          25             .2664              
 
6 -     9          .3100          50             .2188              
 
9 -    12          .2800          75             .1986              
 
12 -   15          .2500         100             .1869              
 
15 -   18          .2200         125             .1793              
 
18 -   21          .2000         150             .1736              
 
21 -   24          .1900         175             .1695              
 
24 -   30          .1800         200             .1658              
 
30 -   36          .1750         225             .1629              
 
36 -   42          .1700         250             .1604              
 
42 -   48          .1650         275             .1583              
 
48 -   66          .1600         300             .1565              
 
66 -   84          .1550         325             .1548              
 
84 -   120         .1500         350             .1533              
 
120 -   174        .1450         400             .1507              
 
174 -   228        .1400                                            
 
228 -   282        .1375                                            
 
282 -   336        .1350                                            
 
Over 336           .1325                                            
 
EQUITY FUNDS
The following fee schedule is the current fee schedule    for     Equity
Portfolio Growth   .    
 GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
Average Group   Annualized   Group Net   Effective Annual Fee   
Assets          Rate         Assets      Rate                   
 
0 - $  3 billion   .5200%    $ 0.5 billion   .5200%   
 
3 -    6           .4900      25             .4238    
 
6 -    9           .4600      50             .3823    
 
9 -    12          .4300      75             .3626    
 
12 -   15          .4000     100             .3512    
 
15 -   18          .3850     125             .3430    
 
18 -   21          .3700     150             .3371    
 
21 -   24          .3600     175             .3325    
 
24 -   30          .3500     200             .3284    
 
30 -   36          .3450     225             .3249    
 
36 -   42          .3400     250             .3219    
 
42 -   48          .3350     275             .3190    
 
48 -   66          .3250     300             .3163    
 
66 -   84          .3200     325             .3137    
 
84 -   102         .3150     350             .3113    
 
102 -   138        .3100     375             .3090    
 
138 -   174        .3050     400             .3067    
 
174 -   210        .3000                              
 
210 -   246        .2950                              
 
246 -   282        .2900                              
 
282 -   318        .2850                              
 
318 -   354        .2800                              
 
354 -   390        .2750                              
 
Over 390           .2700                              
 
Under Equity Portfolio Growth's current management contract, the group fee
rate is based on a schedule with breakpoints ending at .3000% for average
group net assets in excess of $174 billion.
The following fee schedule is the fee schedule which was in effect through
August 1, 1994, and was either approved by shareholders or voluntarily
adopted by FMR.
Group fee rate breakpoints shown for average group net assets in excess of
$138 billion and under $228 billion were voluntarily adopted by FMR, and
went into effect on January 1, 1992. Additional breakpoints for average
group net assets in excess of $228 billion were voluntarily adopted by FMR
on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints    (as shown above)    ,
   pending shareholder approval of new management contracts reflecting the
revised schedule.    
Each revised group fee rate schedule provides for lower management fee
rates as FMR's assets under management increase.
 GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
0 - $  3 billion   .5200%    $ 0.5 billion   .5200%   
 
3 -    6           .4900      25             .4238    
 
6 -    9           .4600      50             .3823    
 
9 -    12          .4300      75             .3626    
 
12 -   15          .4000     100             .3512    
 
15 -   18          .3850     125             .3430    
 
18 -   21          .3700     150             .3371    
 
21 -   24          .3600     175             .3325    
 
24 -   30          .3500     200             .3284    
 
30 -   36          .3450     225             .3253    
 
36 -   42          .3400     250             .3223    
 
42 -   48          .3350     275             .3198    
 
48 -   66          .3250     300             .3175    
 
66 -   84          .3200     325             .3153    
 
84 -   102         .3150     350             .3133    
 
102 -   138        .3100                              
 
138 -   174        .3050                              
 
174 -   228        .3000                              
 
228 -   282        .2950                              
 
282 -   336        .2900                              
 
        Over 336   .2850                              
 
 Based on the average group net assets of the funds advised by FMR for
   December 31    , 1994, the annual basic fee rate would be calculated as
follows:
 Group Fee Rate    Individual Fund Fee Rate    Basic Fee Rate.
 
 Equity Portfolio Growth
    0.3193    %   +     0.30    %*   =   0.   6193    %*
 
 Limited Term Bond
    0.1563%       +   0.25%**   =   0.   4063    %**
 
 Limited Term Tax-Exempt
    0.1563    %   +  0.25%   =  0.   4063    %
* Effective August 1, 1994, FMR voluntarily agreed to reduce the individual
fund fee rate from 0.33% to 0.30%. If this reduction were not in effect
   on December 31,     1994, the total management fee would have been
0.6493%.
** On December 14, 1994, shareholders of the fund approved an increase for
the individual fund fee rate from 0.25% to 0.30% effective February 24,
1995. If this increase had been in effect    on December 31,     1994, the
total fee would have been 0.4563%.
One-twelfth of this annual basic fee rate is applied to each fund's net
assets averaged for the most recent month, giving a dollar amount, which is
the fee for that month.
During the fiscal years ended November 30, 1994, 1993, and 1992, FMR
received $   286,027    , $156,087 and $268,825, respectively, for its
services as investment adviser to Limited Term Tax-Exempt. These fees were
equivalent to    .41    %, .42%, and .42%, respectively, of the average net
assets of Limited Term Tax-Exempt for each of those years. 
During the fiscal years ended November 30, 1994, 1993, and 1992, FMR
received $   6,567,305    , $2,646,631 and $860,709, respectively, for its
services as investment adviser to Equity Portfolio Growth. These fees were
equivalent to    .64    %, .66%, and .67%, respectively, of the average net
assets of Equity Portfolio Growth for each of those years. If FMR had not
agreed to voluntarily reduce the fund's individual fund fee rate, as
described above, these fees would have been equivalent to .65% of average
net assets for the fiscal year ended November 30, 1994.
During the fiscal years ended November 30, 1994, 1993, and 1992, FMR
received $   1,180,785    , $818,426 and $963,611, respectively, for its
services as investment adviser to Limited Term Bond. These fees were
equivalent to    .41%    , .42%, and .42%, respectively, of the average net
assets of Limited Term Bond for each of those years. 
FUND OPERATION EXPENSE REIMBURSEMENTS. FMR may, from time to time,
voluntarily reimburse all or a portion of a fund's operation expenses
(exclusive of interest, taxes, brokerage commissions, and extraordinary
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.
Expense reimbursements by FMR will increase each fund's total returns
and/or yield and reimbursement by each fund will lower its total returns
and/or yield.
   Effective July 1, 1994, FMR voluntarily agreed, subject to revision or
termination, to reimburse Class A and Class B of Limited Term Bond if and
to the extent that its aggregate operating expenses (as a percentage of
average net assets), including management fees, were in excess of an
annualized rate of 0.90% for Class A and 1.65% for Class B. If these
reimbursements had not been in effect, for the fiscal years ended November
30, 1994, total operating expenses would have been 1.09% (for Class A) and
2.41% (for Class B) of average net assets, respectively (after reduction
for compensation to the non-interested Trustees).    
   Effective October 21, 1992, FMR voluntarily agreed, subject to revision
or termination, to reimburse Class A and Class B of Limited Term Tax-Exempt
if and to the extent that its aggregate operating expenses (as a percentage
of average net assets), including management fees, were in excess of an
annual rate of 0.90% for Class A and 1.65% for Class B. In addition,
effective July 1, 1994, FMR voluntarily agreed, subject to revision or
termination, to reimburse the Institutional Class if and to the extent that
its aggregate operating expenses (as a percentage of average net assets),
including management fees, were in excess of an annual rate of 0.65%. If
these reimbursements had not been in effect, for the fiscal years ended
November 30, 1994, total operating expenses would have been 1.04% (for
Class A), 2.36% (for Class B), and 0.76% (for Institutional Class) of
average net assets, respectively (after reduction for compensation to the
non-interested Trustees).    
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that each fund's aggregate annual operating
expenses exceed specified percentages of its 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 each fund's expenses for purposes of this regulation,   
    each fund of fund 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.
SUB-ADVISERS.        On behalf of    Equity Income    , Limited Term Bond,
and Equity Portfolio Growth, FMR has entered into sub-advisory agreements
with FMR U.K. and FMR Far East. Pursuant to the sub-advisory agreements,
FMR may receive investment advice and research services outside the United
States from the sub-advisers. 
On behalf of Limited Term Bond, FMR may also grant FMR U.K. and FMR Far
East investment management authority as well as the authority to buy and
sell securities if FMR believes it would be beneficial to the funds.
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin. FMR U.K. and FMR Far East, which were organized in 1986, are wholly
owned subsidiaries of FMR. Under the sub-advisory agreements FMR pays the
fees of FMR U.K. and FMR Far East. For providing non-discretionary
investment advice and research services, FMR pays FMR U.K. and FMR Far East
fees equal to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's
costs incurred in connection with providing investment advice and research
services.
FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with providing investment advice and research services.
FEES PAID TO FOREIGN SUB-ADVISERS
 Fund Fees Paid by FMR to FMR U.K. Fees Paid by FMR to FMR Far East 
 FISCAL 1994 FISCAL 1993 FISCAL 1992 FISCAL 1994 FISCAL 1993 FISCAL 1992
 
<TABLE>
<CAPTION>
<S>                       <C>              <C>             <C>             <C>   <C>              <C>             <C>             
Equity Portfolio Growth   $13,191          $3,144          $2,425                $1   5,192       $5,021          $2,126          
 
   Equity Income          $12,   197          $4,669          $5,237             $1   3,970          $7,199          $6,544       
 
Limited Term Bond         $0               $0              $0                    $0               $0              $0              
 
</TABLE>
 
THE DISTRIBUTOR
Each fund has a Distribution Agreement with    FDC    , a Massachusetts
corporation organized July 18, 1960.    FDC     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    FDC     to use all reasonable efforts, consistent with its
other business, to secure purchasers for shares of a fund, which are
continuously offered. Promotional and administrative expenses in connection
with the offer and sale of shares are paid by    FDC    .
DISTRIBUTION AND SERVICE PLANS
The Trustees    have approved     Distribution and Service    Plans     on
behalf of    the Institutional Class     of the funds (the Plans) pursuant
to Rule 12b-1 under the 1940    Act     (the Rule). The Rule provides in
substance that a mutual fund may not engage directly or indirectly in
financing any activity that is primarily intended to result in the sale of
shares of a fund except pursuant to a plan adopted by the fund under the
Rule.    The Plans, as approved by the Trustees, allow the Institutional
Class of the funds and FMR to incur certain expenses that might be
considered to constitute indirect payment by the funds of distribution
expenses.    
   Under each Plan, if the payment of management fees by the funds to FMR
is deemed to be indirect financing by the funds of the distribution of
their shares, such payment is authorized by the Plans. Each Plan also
specifically recognizes that FMR, either directly or through FDC, 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 applicable class of each fund. In
addition, each Plan provides that FMR may use its resources, including its
management fee revenues, to make payments to third parties that assist in
selling shares of the applicable class of each fund, or to third parties,
including banks, that render shareholder support services.    
   No third party payments were made by FMR in fiscal 1994 under the
Institutional Class Plan on behalf of the funds, and to date, the Trustees
have not approved such payments.    
   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 applicable
class of each fund and its shareholders. In particular, the Trustees noted
that each Plan does not authorize payments by the Institutional Class of
each fund other than those made to FMR under its management contract with
the fund. To the extent that each Plan gives FMR and FDC greater
flexibility in connection with the distribution of shares of the applicable
class of each fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plans by local entities with whom shareholders have
other relationships.    
   The Plans were approved by the Institutional Class shareholders of the
funds on the following dates: Equity Portfolio Growth, September 25, 1986;
Equity Income, July 23, 1986; Limited Term Bond, December 23, 1987; and
Limited Term Tax-Exempt, October 21, 1987.    
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services   
    or servicing and recordkeeping functions. FDC intends to engage banks
only to perform such functions. However, changes in federal or state
statutes and regulations pertaining to the permissible activities of banks
and their affiliates or subsidiaries, as well as further judicial or
administrative decisions or interpretations, could prevent a bank from
continuing to perform all or a part of the contemplated services. If a bank
were prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law. 
Each fund may execute portfolio transactions with and purchase securities
issued by depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
DESCRIPTION OF THE TRUSTS
TRUST ORGANIZATION. Equity Portfolio Growth is a series of Fidelity Advisor
Series I, an open-end management investment company organized as a
Massachusetts business trust on June 24, 1983, as amended and restated July
18,1991 and as supplemented April 15, 1993. On July 18, 1991, the
   Trust's     name was changed from Equity Portfolio Growth to Fidelity
Broad Street Trust. On April 15, 1993    the     name was changed by an
amendment to the Declaration of Trust from Fidelity Broad Street Trust   
    to Fidelity Advisor Series I   .     
   Equity Income     is a series of Fidelity Advisor Series III, an
open-end management investment company organized as a Massachusetts
business trust on May 17, 1982. On January 29, 1986, the    Trust's    
name was changed from Equity Portfolio: Income to Fidelity Franklin Street
Trust. On April 15, 1993 the Trust's name was again changed to Fidelity
Advisor Series III.    On February 24, 1995 the fund's name was changed
from Fidelity Advisor Equity Portfolio Income to Fidelity Advisor Equity
Income Fund.    
Limited Term Bond Fund is a series of Fidelity Advisor Series IV, an
open-end management investment company organized as a Massachusetts
business trust on May 6, 1983. On January 29, 1992 the name of the Trust
was changed from Income Portfolios to Fidelity Income Trust, and on April
15, 1993, the Trustees voted to change the Trust's name to Fidelity Advisor
Series IV.
Limited-Term Tax-Exempt Fund is a series of Fidelity Advisor Series VI, an
open-end management investment company organized as a Massachusetts
business trust on June 1, 1983, as amended and restated May 5, 1993. On
January 29, 1992 the name of the Trust was changed from Tax-Exempt Funds to
Fidelity Oliver Street Trust and on April 15, 1993 the Trustees voted to
change the name of the Trust to Fidelity Advisor Series VI. 
Each Declaration of Trust permits the Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a fund, the
right of the    f    und to use the identifying name "Fidelity" may be
withdrawn.
The assets of the Trust received for the issue or sale of shares of each
series and all income, earnings, profits, and proceeds thereof, subject
only to the rights of creditors, are especially allocated to such series,
and constitute the underlying assets of such fund. The underlying assets of
each series are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the Trust. Expenses with respect to the Trust are to be
allocated in proportion to the asset value of the respective series, 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 series, or which are general or allocable to all of the series. In
the event of the dissolution or liquidation of the Trust, shareholders of
each series are entitled to receive as a class the underlying assets of
such series available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each Trust is an entity of the type
commonly known as "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 fund's property of any shareholders held
personally liable for the obligations of the    f    und. The Declaration
of Trust also provides that each fund shall, upon request, assume the
defense of any claim made against any shareholder for any act or obligation
of the    f    und 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    f    und 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 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 in the conduct of his office. Claims asserted against    one class
of     shares may subject holders of    another class of     shares    of
the same fund     to certain liabilities.
VOTING RIGHTS. A    fund's     capital consists of shares of beneficial
interest. 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 the Prospectus.    Shareholders of Fidelity Advisor Series
III and Fidelity Advisor Series IV receive one vote for each dollar of net
asset value owned.     Shares are fully paid and nonassessable, except as
set forth under the heading "Shareholder and Trustee Liability" above.
Shareholders representing 10% or more of a Trust or a fund or class of a
fund may, as set forth in the Declaration of Trust, call meetings of   
that     Trust, fund or class   , respectively    ,        for any purpose,
related to the Trust   ,     fund   , or class,     as the case may be,
including the case of meeting of the Trust, the purpose of voting on
removal of one or more Trustees. The Trust or any 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
   fund    . If not so terminated, the Trust and funds will continue
indefinitely   .    
   As of January 31, 1995, the following owned of record or beneficially
more than 5% of the outstanding shares of the following:    
   Equity Portfolio Growth-Class A: Cigna Securities, Hartford, CT (10%)
 Equity Income-Institutional Class: First National Bank of Ohio, Akron, OH
(9.1%)
 Limited Term Bond-Class A: Trust Company of America, Boulder, CO (11%)
 Limited Term Bond-Class B: State Street Bank & Trust, Decatur GA, (5%)
 Limited Term Bond-Institutional Class: First National Bank of Ohio, Akron,
OH (7.8%); Hawkeye Trust, Des Moines, 1A (5.9%);
    First National Bank of Commerce, New Orleans, LA (5.2%)
 Limited Term Tax-Exempt-Class A: Merrill Lynch Pierce, Fenner, & Smith,
Jacksonville, FL (9%)
 Limited Term Tax-Exempt-Class B: Donaldson, Lufkin & Jenrette, Jersey
City, NJ (17%)    
CUSTODIAN. The Chase Manhattan Bank, 1211 Avenue of the Americas, New York,
New York, is custodian of the assets of Equity Portfolio Growth and
   Equity Income    . The Bank of New York, 110 Washington Street, New
York, New York, is custodian of the assets of Limited Term Bond. United
Missouri Bank, 1010 Grand Avenue, Kansas City, Missouri, is custodian of
the assets of Limited Term Tax-Exempt. 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    f    und or in deciding which securities are
purchased or sold by a    f    und. A    f    und 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 banks serving as custodians for certain of the    f    unds
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 fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, serves as the independent accountant for    each fund    .
The auditor examines financial statements for the    funds     and provides
other audit, tax, and related services.
FINANCIAL STATEMENTS
Each    fund's     financial statements and financial highlights for the
fiscal period ended November 30, 1994 are included in    its     Annual
Report, which is a separate report supplied with this    SAI    . Each
   fund's     financial statements and financial highlights are
incorporated herein by reference.
   APPENDIX    
   DOLLAR-WEIGHTED AVERAGE MATURITY 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 its 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.
Also, the maturities of mortgage-backed securities and some asset-backed
securities, such as collateralized mortgage obligations, are determined on
a weighted average life basis, which is the average time for principle to
be repaid. For a mortgage security, this average time is calculated by
estimating the expected principal payments during the life of the mortgage.
The weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.    

FIDELITY ADVISOR CLASS A AND CLASS B
 
CROSS REFERENCE SHEET
FORM N-1A         
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                            <C>                                                 
10, 11           ............................   Cover Page; Table of Contents                       
 
12               ............................   *                                                   
 
13       a - c   ............................   Investment Policies and Limitations                 
 
         d       ............................   Portfolio Transactions                              
 
14       a - c   ............................   Trustees and Officers                               
 
15       a       ............................   *                                                   
 
         b       ............................   Description of the Trusts                           
 
         c       ............................   Trustees and Officers                               
 
16       a i     ............................   FMR                                                 
 
           ii    ............................   Trustees and Officers                               
 
          iii    ............................   Management and Other Services                       
 
         b,c,d   ............................   Management and Other Services                       
 
         e       ............................   *                                                   
 
         f       ............................   Distribution and Service Plans                      
 
         g       ............................   *                                                   
 
         h       ............................   Description of the Trust                            
 
         i       ............................   Management and Other Services                       
 
17       a       ............................   Portfolio Transactions                              
 
         b       ............................   Portfolio Transactions                              
 
         c       ............................   Portfolio Transactions                              
 
         d, e    ............................   *                                                   
 
18       a       ............................   Description of the Trust                            
 
         b       ............................   *                                                   
 
19       a       ............................   Additional Purchase and Redemption Information      
 
         b       ............................   Additional Purchase and Redemption Information;     
                                                Valuation of Portfolio Securities                   
 
         c       ............................   *                                                   
 
20                                              Distributions and Taxes                             
 
21       a, b    ............................   The Distributor; Distribution and Service Plans;    
                                                Management Contracts and Other Services             
 
         c       ............................   *                                                   
 
22               ............................   Performance                                         
 
23               ............................   Financial Statements                                
 
</TABLE>
 
* Not Applicable
** To Be Filed By Amendment
 
 
 
FIDELITY ADVISOR OVERSEAS FUND, FIDELITY ADVISOR EQUITY PORTFOLIO GROWTH,
FIDELITY ADVISOR GLOBAL RESOURCES FUND, FIDELITY ADVISOR GROWTH
OPPORTUNITIES FUND, FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND, FIDELITY
ADVISOR EQUITY INCOME    FUND    , FIDELITY ADVISOR INCOME & GROWTH FUND,
FIDELITY ADVISOR EMERGING MARKETS INCOME FUND, FIDELITY ADVISOR HIGH YIELD
FUND, FIDELITY ADVISOR STRATEGIC INCOME FUND, FIDELITY ADVISOR GOVERNMENT
INVESTMENT FUND, FIDELITY ADVISOR LIMITED TERM BOND FUND, FIDELITY ADVISOR
SHORT FIXED-INCOME FUND, FIDELITY ADVISOR HIGH INCOME MUNICIPAL FUND,
FIDELITY ADVISOR LIMITED TERM TAX-EXEMPT FUND, AND FIDELITY ADVISOR
SHORT-INTERMEDIATE TAX-EXEMPT FUND
 
FUNDS OF FIDELITY ADVISOR SERIES I-VIII
CLASS A AND CLASS B 
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 24, 1995
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
February 24, 1995) for Class A and Class B shares. Please retain this
document for future reference. Each    fund's     financial statements and
financial highlights, included in their respective Annual Reports for the
most recent fiscal period,    which     are separate reports, are
incorporated herein by reference.
Additional copies of this SAI, any Prospectus, Annual or Semiannual Report
are available without charge upon request from Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, Massachusetts, 02109 or from
your Investment Professional.
TABLE OF CONTENTS   PAGE   
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>        
Investment Policies and Limitations                                                        
 
Special Considerations Affecting Canada                                                    
 
Special Considerations Affecting Latin America                                             
 
Special Considerations Affecting Japan, the Pacific Basin, and Southeast Asia              
 
Special Considerations Affecting Europe                                                    
 
Special Considerations Affecting Africa                                                    
 
Portfolio Transactions                                                                     
 
Valuation                                                                                  
 
Performance                                                                                
 
Additional Purchase   , Exchange,     and Redemption Information                           
 
Distributions and Taxes                                                                    
 
FMR                                                                                        
 
Trustees and Officers                                                                      
 
Management    Contract                                                                     
 
The Distributor                                                                            
 
Distribution and Service Plans                                                             
 
Description of the Trusts                                                                  
 
Financial Statements                                                                       
 
Appendix                                                                                   
 
</TABLE>
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS 
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
Fidelity International Investment Advisors (FIIA)
Fidelity International Investment Advisors (U.K.) Limited (FIIAL U.K.)
Fidelity Investments Japan Limited (FIJ)
DISTRIBUTOR 
Fidelity Distributors Corporation (FDC)
   ACOM-ptb-295    
INVESTMENT POLICIES AND LIMITATIONS
   The following policies and limitations supplement those set forth in the
Prospectuses. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other assets, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of a fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets or other circumstances will not be considered when determining
whether the investment complies with a fund's investment policies and
limitations.    
   A fund's fundamental investment policies and limitations cannot be
changed without approval of a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the 1940
Act)) of the fund.    
OVERSEAS FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than obligations issued or guaranteed by
the government of the United States, its agencies or instrumentalities) if,
as a result thereof: (i) more than 5% of the fund's total assets would be
invested in the securities of such issuer or (ii) the fund would hold more
than 10% of the outstanding voting securities of such issuer;    
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount
borrowed), less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three days (exclusive of Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (4) underwrite any issue of securities, except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (5) purchase the securities of any issuer (other than obligations issued
or guaranteed by the government of the United States, its agencies or
instrumentalities) if, as a result thereof, more than 25% of the fund's
total assets (taken at current value) would be invested in the securities
of issuers having their principal business activities in the same
industry;    
   (6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);    
   (7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or    
   (8) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.    
       THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.       
   (i) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase
agreements with any party (reverse repurchase agreements are treated as
borrowings for purposes of fundamental investment limitation (3)). The fund
will not purchase any security while borrowings representing more than 5%
of its total assets are outstanding. The fund will not borrow from other
funds advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.    
   (iv) The fund does not currently intend to purchase any security if, as
a result, more than 15% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the price
at which they are valued.    
   (v) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iv) would exceed 15% of the fund's net assets.    
   (vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (i) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (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).    
   (vii) The fund 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.    
   (viii) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (ix) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.    
   (x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
EQUITY PORTFOLIO GROWTH
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) purchase the securities of any issuer (other than obligations issued
or guaranteed by the Government of the United States, its agencies or
instrumentalities) if, as a result (a) more than 5% of the fund's total
assets (taken at current value) would be invested in the securities of such
issuer, or (b) the fund would hold more than 10% of the voting securities
of such issuer;    
   (2) make short sales of securities (unless it owns or by virtue of its
ownership of other securities has the right to obtain, securities
equivalent in kind and amount to the securities sold), provided, however,
that the fund may purchase or sell futures contracts;    
   (3) purchase any securities on margin, except for such short-term
credits as are necessary for the clearance of transactions, provided,
however, that the fund may make initial and variation margin payments in
connection with purchases or sales of futures contracts or of options on
futures contracts;    
   (4) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (not including borrowings). Any
borrowings that come to exceed 33 1/3% of the value of the fund's total
assets by reason of a decline in net assets will be reduced within 3 days
(exclusive of Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;    
   (5) underwrite any issue of securities (to the extent that the fund may
be deemed to be an underwriter within the meaning of the Securities Act of
1933 in the disposition of restricted securities);    
   (6) purchase the securities of any issuer (other than obligations issued
or guaranteed by the Government of the United States, its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same
industry;    
   (7) purchase or sell real estate (but this shall not prevent the fund
from investing in marketable securities issued by companies such as real
estate investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);    
   (8) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);    
   (9) lend any security or make any other loan if, as a result, more than
33 1/3% of the fund's total assets would be lent to other parties, except
(i) through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies and limitations, or (ii)
by engaging in repurchase agreements with respect to portfolio
securities;    
   (10) purchase securities of other investment companies (except in the
open market where no commission other than the ordinary broker's commission
is paid, or as a part of a merger or consolidation, and in no event may
investments in such securities exceed 10% of the total assets of the
fund);    
   (11) purchase the securities of any issuer if, as a result, more than 5%
of the fund's total assets (taken at current value) would be invested in
the securities of companies which, including predecessors, have a record of
less than three years of continuous operation; or    
   (12) invest in oil, gas, or other mineral exploration or development
programs.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.       
   (i) The fund does not currently intend to sell securities short unless
it owns or has the right to obtain securities sold short, and provided that
transactions in futures contracts and options are not deemed to constitute
selling 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
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. 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 lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements).    
   (v) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.    
   (vi) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable, or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iii) would exceed 10% of the fund's net assets.    
   (vii) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the fund and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
   (viii) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
GLOBAL RESOURCES FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than obligations issued or guaranteed by
the government of the United States, or any of its agencies or
instrumentalities) if, as a result thereof, (a) more than 5% of the fund's
total assets would be invested in the securities of such issuer, or (b) the
fund would hold more than 10% of the outstanding voting securities of such
issuer;    
   (2) issue senior securities, except as permitted under the 1940 Act;    
   (3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (4) underwrite securities issued by others, except to the extent that
the fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
   (6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business:
or    
   (7) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.    
   (8) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the
fund.    
       THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.       
   (i) With respect to 100% of its total assets, the fund does not
currently intend to 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, the fund would own more
than 10% of the outstanding voting securities of such issuer.    
   (ii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iv) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.    
   (v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they cannot be sold or disposed of
in the ordinary course of business at approximately the prices at which
they are valued.    
   (vi) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(v) would exceed 10% of the fund's net assets.    
   (vii) The fund does not currently intend to invest in physical
commodities other than precious metals (i.e., gold, palladium, platinum and
silver) and it intends to limit such investments to not more than 25% of
the fund's total assets. The fund may receive no more than 10% of its
yearly income from gains resulting from selling metals or any other
physical commodity.    
   (viii) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money up to 5% of the fund's
net assets to a registered investment company or fund for which FMR or an
affiliate serves as investment adviser. (This limit does not apply to
purchases of debt securities or to repurchase agreements.)    
   (ix) The fund 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.    
   (x) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.    
   (xi) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.    
   (xii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.    
   (xiii) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.    
   For the fund's limitations on futures contracts and options, see the
section entitled "Limitations on Futures and Options Transactions" on page
.    
GROWTH OPPORTUNITIES FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;    
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (3) sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold. This limitation shall not limit the fund's
ability to take a short position in a futures contract or forward
contract;    
   (4) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions. This
limitation shall not limit the fund's ability to make initial and variation
margin payments in connection with purchases or sales of futures contracts
or of options on futures contracts;    
   (5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three days to the extent necessary to
comply with the 33 1/3% limitation. The Fund may engage in reverse
repurchase agreements and may not purchase any security while borrowings
representing more than 5% of its net assets are outstanding;    
   (6) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (7) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
   (8) purchase or sell real estate (but this shall not prevent the fund
from investing in marketable securities issued by companies such as real
estate investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);    
   (9) invest in physical commodities;    
   (10) lend any securities or make any other loan if, as a result, more
than 33 1/3% of the fund's total assets would be lent to other parties,
except (i) through the purchase of a portion of an issue of debt securities
in accordance with its investment objective, policies, and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities;    
   (11) purchase securities of other investment companies, except in the
open market where no commission except the ordinary broker's commission is
paid, or as a part of a merger or consolidation, and in no event will such
securities be purchased if, as a result, more than 10% of the value of the
total assets of the fund would be invested in the securities of other
investment companies; or    
   (12) invest in oil, gas, other mineral exploration or development
programs.    
   Investment limitation (5) is construed in conformity with the 1940 Act;
and, accordingly, "three days" means three business days, exclusive of
Sundays and holidays.    
   THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.    
   (i) The fund does not currently intend to sell securities short unless
it owns or has the right to obtain securities sold short, and provided that
transactions in futures contracts and options are not deemed to constitute
selling 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 (5)). 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 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 purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iii) would exceed 10% of the fund's net assets.    
   (v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments, and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limit does not apply to purchases of debt securities or
to repurchase agreements.)    
   (vi) The fund does not currently intend to purchase or retain securities
issued by other open-end investment companies. This limitation does not
apply to securities received as dividends, through offers of exchange, or
as a result of a reorganization, consolidation, or merger.    
   (vii) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (viii) The fund does not currently intend to purchase warrants, valued
at the lower cost of the market, in excess of 5% of the Fund's net assets.
Included in that amount, but not to exceed 2% of net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.     
   (ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.    
STRATEGIC OPPORTUNITIES    FUND    
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) purchase the securities of any issuer (other than obligations issued
or guaranteed by the government of the United States, its agencies, or
instrumentalities) if, as a result thereof, more than 5% of the fund's
total assets (taken at current value) would be invested in the securities
of such issuer;    
   (2) purchase the securities of any issuer, if such purchase, at the time
thereof, would cause more than 10% of the outstanding voting securities of
such issuer to be held in the fund's portfolio;    
   (3) issue senior securities (except to the extent that issuance of one
or more classes of shares of the fund in accordance with an Order issued by
the Securities and Exchange Commission may be deemed to constitute issuance
of a senior security);    
   (4) make short sales of securities, (unless it owns, or by virtue of its
ownership of other securities has the right to obtain, at no additional
cost, securities equivalent in kind and amount to the securities sold);
provided, however, that the fund may enter into forward foreign currency
exchange transactions; and further provided that the fund may purchase or
sell futures contracts;    
   (5) purchase any securities or other property on margin, (except for
such short-term credits as are necessary for the clearance of
transactions); provided, however, that the fund may make initial and
variation margin payments in connection with purchases or sales of futures
contracts or options on futures contracts;    
   (6) borrow money except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (not including borrowings). Any
borrowings that come to exceed 33 1/3% of the fund's total assets by reason
of a decline in net assets, will be reduced within three days (exclusive of
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation. the fund will not purchase securities for investment while
borrowings equaling 5% or more of its total assets are outstanding;    
   (7) underwrite any issue of securities (except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of "restricted securities");    
   (8) purchase the securities of any issuer (other than obligations issued
or guaranteed by the government of the United States, its agencies, or
instrumentalities) if, as a result thereof, more than 25% of the fund's
total assets would be invested in the securities of one or more issuers
having their principal business activities in the same industry;    
   (9) purchase or sell real estate (but this shall not prevent the fund
from investing in marketable securities issued by companies such as real
estate investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);    
   (10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);    
   (11) lend any security or make any other loan if as a result, more than
33 1/3% of the fund's total assets would be lent to other parties except
(i) through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies, and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities;    
   (12) purchase securities of other investment companies (except in the
open market where no commission other than the ordinary broker's commission
is paid, or as part of a merger or consolidation, and in no event may
investments in such securities exceed 10% of the value of total assets of
the fund). The fund may not purchase or retain securities issued by other
open-end investment companies;    
   (13) invest more than 5% of the fund's total assets (taken at market
value) in the securities of companies which, including predecessors, have a
record of less than three years' continuous operation; or    
   (14) invest in oil, gas, or other mineral exploration or development
programs.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.       
   (i) 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 (6)). 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.    
   (ii) 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.    
   (iii) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(ii) would exceed 10% of the fund's net assets.    
   (iv) The fund does not currently intend to lend assets other than
securities to other parties, except by (i) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (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.)    
   (v) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.    
   (vi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.    
   (vii) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the fund and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
   (viii)  The fund does not currently intend to sell securities short
unless it owns or has the right to obtain securities sold short, and
provided that transactions in futures contracts and options are not deemed
to constitute selling securities short.    
EQUITY INCOME    FUND    
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result (a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;    
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
   (6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);    
   (7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or    
   (8) lend any security or make any other loan if, as a result, more than
33 1/3% of total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase
agreements.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.       
   (i) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser of (b) by engaging in reverse repurchase
agreements with any party (reverse repurchase agreements are treated as
borrowings for purposes of fundamental investment limitation 3). The fund
will not purchase any security while borrowings representing more than 5%
of its total assets are outstanding. The fund will not borrow from other
funds advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.    
   (iv) The fund does not currently intend to purchase any security if, as
a result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.    
   (v) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(iv) would exceed 10% of the fund's net assets.    
   (vi) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)    
   (vii) The fund 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.    
   (viii) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (ix) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.    
   (x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.    
   (xi) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
INCOME & GROWTH FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) With respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;    
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (3) sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold. This limitation shall not limit the fund's
ability to take a short position in a futures contract or forward
contract;    
   (4) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions. This
limitation shall not limit the fund's ability to make initial and variation
margin payments in connection with purchases or sales of futures contracts
or of options on futures contracts;    
   (5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within three days to the extent necessary to
comply with the 33 1/3% limitation. The fund may engage in reverse
repurchase agreements and may not purchase any security while borrowings
representing more than 5% of its net assets are outstanding;    
   (6) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (7) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;     
   (8) purchase or sell real estate (but this shall not prevent the fund
from investing in marketable securities issued by companies such as real
estate investment trusts which deal in real estate or interests therein and
participation interests in pools of real estate mortgage loans);    
   (9) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the Fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);    
   (10) lend any security or make any other loan if, as a result more than
33 1/3% of the fund's total assets would be lent to other parties, except
(i) through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies, and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities; or    
   (11) purchase securities of other investment companies, except in the
open market where no commission except the ordinary broker's commission is
paid, or as a part of a merger or consolidation, and in no event will such
securities be purchased if, as a result, more than 10% of the value of the
total assets of the fund would be invested in the securities of other
investment companies.    
   Investment limitation (5) is construed in conformity with the 1940 Act;
accordingly, "three days" means three business days, exclusive of Sundays
and holidays.    
   THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.    
   (i) 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 (5)). 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.    
   (ii) 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.    
   (iii) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)    
   (iv) The fund 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.    
   (v) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.    
   (vi) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of its net assets. Included in
that amount, but not to exceed 2% of the fund's net assets, may be warrants
that are not listed on the New York Stock Exchange or the American Stock
Exchange. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.    
   (vii) The fund does not currently intend to invest in oil, gas, other
mineral exploration or development programs or leases.    
   (viii) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ, National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(ii) would exceed 10% of the fund's net assets.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
EMERGING MARKETS INCOME FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (3) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (4) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
   (5) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);    
   (6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);  or    
   (7) lend any security or make any other loan if, as a result, more than
33 1/3% of total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase
agreements.    
   (8) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objectives, policies, and limitations as the
fund.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.       
   (i) To meet federal tax requirements for qualifications as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax
purposes.    
   (ii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.    
   (v) The fund does not currently intend to purchase any security if, as a
result, more than 15% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.    
   (vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.    
   (vii) The fund does not currently intend to lend assets other than
securities to other parties, except (a) by lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser, or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)    
   (viii) The fund 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.    
   (ix) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.    
   (xi) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
HIGH YIELD FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the value of the fund's total assets would be
invested in the securities of that issuer, or (b) it would hold more than
10% of the outstanding voting securities of that issuer;    
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (4) underwrite securities issued by others except to the extent that the
fund may be considered to be an underwriter within the meaning of the
Securities Act of 1933, in the disposition of restricted securities;    
   (5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
   (6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);    
   (7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or    
   (8) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.    
   (9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the
fund.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL:       
   (i) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. 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.    
   (ii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iv) The fund does not currently intend to purchase any security if, as
a result, more than 15% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.    
   (v) The fund does not currently intend to purchase interests in real
estate investment trusts that are not readily marketable or interests in
real estate limited partnerships that are not listed on an exchange or
traded on the NASDAQ National Market System if, as a result, the sum of
such interests and other investments considered illiquid under limitation
(v) would exceed 15% of the fund's net assets.    
   (vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (i) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or for which FMR or
an affiliate serves as investment adviser or (ii) acquiring loans and loan
participations and, in connection therewith, assuming any associated
unfunded loan commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)    
   (vii) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (viii) The fund does not currently intend to purchase warrants, valued
at the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.    
   (ix) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.    
   (x) The fund 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 as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.    
   (xi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company, managed
by Fidelity Management & Research Company or an affiliate or successor,
with substantially the same fundamental investment objective, policies, and
limitations as the fund.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
STRATEGIC INCOME FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) issue senior securities, except as permitted under the 1940 Act;    
   (2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (3) underwrite securities issued by others except to the extent that the
fund may be considered to be an underwriter within the meaning of the
Securities Act of 1933, in the disposition of restricted securities;    
   (4) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
   (5) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);    
   (6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or    
   (7) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.    
   (8) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objectives, policies, and limitations as the
fund.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL:       
   (i) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax
purposes.    
   (ii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.    
   (v) The fund does not currently intend to purchase any security if, as a
result, more than 15% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.    
   (vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans and loan participations or other forms of direct debt instruments
and, in connection therewith, assuming any associated unfunded loan
commitments of the sellers. (This limitation does not apply to purchases of
debt securities or to repurchase agreements.)    
   (vii) The fund does not currently intend to (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 as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.    
   (viii) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
   (ix) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.     
   (x) The fund does not currently intend to invest in oil, gas, or other
mineral explorations or development programs or leases.    
   (xi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company managed
by FMR or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
GOVERNMENT INVESTMENT FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets,purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result,(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;    
   (2) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that margin payments in connection with futures contracts and
options on futures contracts shall not constitute purchasing securities on
margin;    
   (3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (4)  underwrite securities issued by others except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of issuers having their
principal business activities in the same industry;    
   (6) purchase or sell real estate unless acquired as a result of
ownership of securities or other investments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies in the real estate business);    
   (7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);    
   (8) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or repurchase
agreements; or    
   (9) issue senior securities, except as permitted under the Investment
Company Act of 1940.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.       
   (i) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (ii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser, or (b) by engaging in reverse repurchase agreements
with any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (3)). The fund will not
borrow from other funds advised by FMR or its affiliates if total
outstanding borrowings immediately after such borrowing would exceed 15% of
the fund's total assets.    
   (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 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 invest in securities of real
estate investment trusts that are not readily marketable, or to invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.    
   (v)  The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 7.5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements).    
   (vi) The fund 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.    
   (vii) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result more
than 5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than 3
years of continuous operation.     
   (viii)  The fund does not currently intend to purchase warrants, valued
at the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.    
   (ix)  The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.    
   (x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the fund and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.    
   (xi) The fund does not currently intend to 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 fund has purchased,
after taking into account unrealized profits and losses on such contracts
would exceed 5% of the fund's total assets.    
   For the fund's limitations on futures and options contracts, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
LIMITED TERM BOND FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;    
   (2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment), in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings.) Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (3) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (4) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
   (5) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);    
   (6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or    
   (7) lend any security or make any other loan if, as a result, more than
33 1/3% of the fund's total assets would be lent to other parties (but this
limitation does not apply to purchases of debt securities or to repurchase
agreements).    
   (8) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the
fund.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.        
   (i) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment advisor or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. 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.    
   (ii) 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.    
   (iii) The fund does not currently intend to lend assets other than
securities to other parties, except by: (a) lending money (up to 7.5% of
the fund's net assets) to a registered investment company or fund for which
FMR or an affiliate serves as investment adviser or (b) acquiring loans,
loan participations, or other forms of direct debt instruments, and, in
connection therewith, assuming any associated unfunded commitments of the
sellers. (This limitation does not apply to purchases of debt securities or
to repurchase agreements.)    
   (iv) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the Trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
   (v) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.    
   (vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.    
   (vii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts and options are not deemed to constitute selling
securities short.    
   (viii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (ix) The fund currently does not intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (x) The fund 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.    
   (xi) The fund does nor currently intend to invest all of its assets in
the securities of a single open-end management investment company managed
by FMR or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .     
SHORT FIXED-INCOME FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;    
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;    
   (6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);    
   (7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or    
   (8) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.    
   (9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the
fund.    
       THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.       
   (i) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (ii) The fund 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 limitation (3)). The fund will not purchase any
security while borrowings representing more than 5% of its total assets are
outstanding. 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 lend assets other than
securities to other parties, except by (i) lending money (up to 7.5% of the
fund's net assets) to a registered investment company or fund 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 limit does not apply to purchases of debt securities or to
repurchase agreements.    
   (v) The fund 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.    
   (vi) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (vii) The fund does not currently intend to purchase warrants, valued at
the lower of cost or market, in excess of 5% of the fund's net assets.
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange. Warrants acquired by the fund in units or attached
to securities are not subject to these restrictions.    
   (viii) The fund does not currently intend to invest in oil, gas, or
other mineral exploration or development programs or leases.    
   (ix) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (x) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company managed
by FMR or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.    
HIGH INCOME MUNICIPAL FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;    
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (4) underwrite securities issued by others (except to the extent that
the fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);    
   (5) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;    
   (6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business);    
   (7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or    
   (8) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.    
   (9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the
fund.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.       
   (i) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.     
   (ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase
agreements with any party (reverse repurchase agreements are treated as
borrowings for purposes of fundamental investment limitation (3)). The fund
will not purchase any security while borrowings representing more than 5%
of its total assets are outstanding. The fund will not borrow from other
funds advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.    
   (iv) The fund does not currently intend to purchase any security if, as
a result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.    
   (v) The fund does not currently intend to (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    
   (vi) The fund does not currently intend to invest in interests of real
estate investment trusts that are not readily marketable, or to invest in
interests of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.    
   (vii) 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).    
   (viii) The fund does not currently intend to invest more than 25% of its
total assets in industrial revenue bonds related to a single industry.    
   (ix) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.    
   (x) The fund does not currently intend to invest in oil, gas or other
mineral exploration or development programs or leases.    
   (xi) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the fund and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
   (xii) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company managed
by FMR or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions" on page
.    
LIMITED TERM TAX-EXEMPT FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS AND
POLICIES SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) purchase the securities of any issuer (except the United States
government, its agencies or instrumentalities or securities which are
backed by the full faith and credit of the United States) if, as a result,
(a) more than 5% of its total assets would be invested in the securities of
such issuer; provided, however, that up to 25% of its total assets may be
invested without regard to such 5% limitation (as used in this Prospectus,
the entity which has the ultimate responsibility for the payment of
interest and principal on a particular security will be treated as its
issuer); and (b) the fund would hold more than 10% of the voting securities
of such issuer;    
   (2) make short sales of securities; provided, however, that the fund may
purchase or sell futures contracts;    
   (3) purchase any securities on margin, except for such short-term
credits as are necessary for the clearance of transactions, provided,
however, that the fund may make initial and variation margin payments in
connection with purchases or sales of futures contracts or of options on
futures contracts;    
   (4) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (including the
amount borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed 33 1/3% of the fund's total assets by reason of a
decline in net assets, will be (within 3 days) reduced to the extent
necessary to comply with the 33 1/3% limitation (the fund will not purchase
securities for investment while borrowings equal to 5% or more of its total
assets are outstanding);    
   (5) underwrite any issue of securities, except to the extent that the
purchase of municipal bonds in accordance with the fund's investment
objective, policies and limitations, either directly from the issuer, or
from an underwriter for an issuer, may be deemed to be underwriting;    
   (6) purchase the securities of any issuer (except the United States
government, its agencies or instrumentalities or securities which are
backed by the full faith and credit of the United States) if, as a result,
more than 25% of the fund's total assets would be invested in industrial
development bonds whose issuers are in any one industry;    
   (7) purchase or sell real estate, but this shall not prevent the fund
from investing in bonds or other obligations secured by real estate or
interests therein;    
   (8) make loans, except (a) by the purchase of a portion of an issue of
debt securities in accordance with its investment objective, policies and
limitations, and (b) by engaging in repurchase agreements;    
   (9) purchase the securities of other investment companies or investment
trusts;    
   (10) purchase the securities of any issuer (except the United States
government, its agencies or instrumentalities or securities which are
backed by the full faith and credit of the United States) if, as a result,
more than 5% of its total assets would be invested in securities, such as
industrial development bonds, where payment of principal and interest are
the responsibility of a company with less than three years' operating
history;    
   (11) invest in oil, gas or other mineral exploration or development
programs;    
   (12) purchase the securities of any issuer (except the United States
government, its agencies or instrumentalities or securities which are
backed by the full faith and credit of the United States) if, as a result,
the fund would hold the securities of any issuer other than the securities
of the fund where the Trustees and officers of the Trust, or of the
Manager, together own beneficially more than 5% of such outstanding
securities; or    
   (13) invest in companies for the purpose of exercising control or
management.    
   Investment limitation (4) is construed in conformity with the Investment
Company Act of 1940 (1940 Act) accordingly, "three days" means three days
exclusive of Sundays and holidays.    
       THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.       
   (i) The fund does not currently intend to sell securities short unless
it owns or has the right to obtain securities sold short, and provided that
transactions in futures contracts and options are not deemed to constitute
selling 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 .    
SHORT-INTERMEDIATE TAX-EXEMPT FUND
       THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:       
   (1) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;    
   (3) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;    
   (4) purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;    
   (5) purchase or sell real estate, unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business;    
   (6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);    
   (7) lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties (but this
limitation does not apply to purchases of debt securities or to repurchase
agreements); or    
   (8) invest in oil, gas or other mineral exploration or development
programs.    
       THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.       
   (i) To meet federal tax requirements for qualification as a "regulated
investment company," the fund limits its investments so that at the close
of each quarter of its taxable year: (a) with regard to at least 50% of
total assets, no more than 5% of total assets are invested in the
securities of a single issuer, and (b) no more than 25% of total assets are
invested in the securities of a single issuer. Limitations (a) and (b) do
not apply to "government securities" as defined for federal tax
purposes.    
   (ii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.    
   (v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.    
   (vi) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to purchases
of debt securities.    
   (vii) The fund does not currently intend to (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.    
   (viii) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the Trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
   (ix) The fund does not currently intend to purchase the securities of
any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years continuous operation.    
   (x) The fund may not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments (but
this shall not prevent the fund from purchasing or selling options and
futures contracts or from investing in securities or other instruments
backed by physical commodities.)    
   (xi) The fund does not currently intend to invest in interests of real
estate investment trusts that are not readily marketable, or to invest in
interests of real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.    
   (xii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.    
   For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .    
   For purposes of certain fundamental investment limitations, FMR
identifies the issuer of a security depending on its terms and conditions.
In identifying the issuer, FMR will consider the entity or entities
responsible for payment of interest and repayment of principal and the
source of such payments; the way in which assets and revenues of an issuing
political subdivision are separated from those of other political entities;
and whether a governmental body is guaranteeing the security.    
       EACH FUND'S INVESTMENTS MUST BE CONSISTENT WITH ITS INVESTMENT
OBJECTIVE AND POLICIES. ACCORDINGLY, NOT ALL OF THE SECURITY TYPES AND
INVESTMENT TECHNIQUES DISCUSSED BELOW ARE ELIGIBLE INVESTMENTS FOR EACH OF
THE FUNDS.       
       AFFILIATED BANK TRANSACTIONS.    A fund may engage in transactions
with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may
include repurchase agreements with custodian banks; short-term obligations
of, and repurchase agreements with, the 50 largest U.S. banks (measured by
deposits); municipal securities; U.S. government securities with affiliated
financial institutions that are primary dealers in these securities;
short-term currency transactions; and short-term borrowings. In accordance
with exemptive orders issued by the Securities and Exchange Commission
(SEC), the Board of Trustees (the Trustees) has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.    
       FUNDS' RIGHTS AS A SHAREHOLDER.    The funds do not intend to direct
or administer the day-to-day operations of any company. A fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of a fund's investment in the company.
The activities that a fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
company's direction or policies; seeking the sale or reorganization of the
company or a portion of its assets; or supporting or opposing third party
takeover efforts. This area of corporate activity is increasingly prone to
litigation and it is possible that a fund could be involved in lawsuits
related to such activities. FMR will monitor such activities with a view to
mitigating, to the extent possible, the risk of litigation against the fund
and the risk of actual liability if a fund is involved in litigation. No
guarantee can be made, however, that litigation against the fund will not
be undertaken or liabilities incurred.    
       LOWER-QUALITY DEBT SECURITIES.    A fund may purchase lower-quality
debt securities (those rated below Baa by Moody's Investors Service, Inc.
(Moody's) or rated in the equivalent categories by any other nationally
recognized rating service or is unrated but judged by FMR to be of
equivalent quality) that have poor protection with respect to the payment
of interest and repayment of principal, or may be in default. These
securities are often considered to be speculative and involve greater risk
of loss or price changes due to changes in the issuer's capacity to pay.
The market prices of lower-quality debt securities may fluctuate more than
those of higher-quality debt securities and may decline significantly in
periods of general economic difficulty, which may follow periods of rising
interest rates.    
   While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic downturns, the
1980s brought a dramatic increase in the use of such securities to fund
highly leveraged corporate acquisitions and restructurings. Past experience
may not provide an accurate indication of the future performance of the
high-yield bond market, especially during periods of economic recession. In
fact, from 1989 to 1991, the percentage of lower-quality securities that
defaulted rose significantly above prior levels, although the default rate
decreased in 1992 and 1993.    
   The market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. If market quotations are
not available, lower-quality debt securities will be valued in accordance
with procedures established by the Board of Trustees, including the use of
outside pricing services. Judgment plays a greater role in valuing
high-yield corporate debt securities than is the case for securities for
which more external sources for quotations and last-sale information are
available. Adverse publicity and changing investor perceptions may affect
the ability of outside pricing services to value lower-quality debt
securities and a fund's ability to sell these securities.Since the risk of
default is higher for lower-quality debt securities, FMR's research and
credit analysis are an especially important part of managing securities of
this type held by a fund. In considering investments for the fund, FMR will
attempt to identify those issuers of high-yielding securities whose
financial condition is adequate to meet future obligations, has improved,
or is expected to improve in the future. FMR's analysis focuses on relative
values based on such factors as interest or dividend coverage, asset
coverage, earnings prospects, and the experience and managerial strength of
the issuer. Each fund may choose, at its 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 best interest of the fund's shareholders.    
       LOWER-QUALITY MUNICIPAL SECURITIES.    The tax-free bond funds may
invest a portion of their assets in lower-quality municipal securities as
described in the investment policies and risks section in the
Prospectus.While the market for municipals is considered to be substantial,
adverse publicity and changing investor perceptions may affect the ability
of outside pricing services used by a fund to value its portfolio
securities, and a fund's ability to dispose of lower-quality bonds. The
outside pricing services are monitored by FMR and reported to the Board to
determine whether the services are furnishing prices that accurately
reflect fair value. The impact of changing investor perceptions may be
especially pronounced in markets where municipal securities are thinly
traded. Each fund may choose, at its expense or in conjunction with others,
to pursue litigation or otherwise exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.    
       LOANS AND OTHER DIRECT DEBT INSTRUMENTS.    Direct debt instruments
are interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan participations),
to suppliers of goods or services (trade claims or other receivables), or
to other parties. Direct debt instruments are subject to each fund's
policies regarding the quality of debt securities.    
   Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
principal and interest. Direct debt instruments may not be rated by any
nationally recognized rating service. If a fund does not receive scheduled
interest or principal payments on such indebtedness, the fund's share price
and yield could be adversely affected. Loans that are fully secured offer a
fund more protections than an unsecured loan in the event of non-payment of
scheduled interest or principal. However, there is no assurance that the
liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of
borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or
restructuring may never pay off their indebtedness, or may pay only a small
fraction of the amount owed. Direct indebtedness of developing countries
also involves a risk that the governmental entities responsible for the
repayment of the debt may be unable, or unwilling, to pay interest and
repay principal when due.    
   Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional risks
to a fund. For example, if a loan is foreclosed, the fund could become part
owner of any collateral, and would bear the costs and liabilities
associated with owning and disposing of the collateral. In addition, it is
conceivable that under emerging legal theories of lender liability, the
fund could be held liable as a co-lender. Direct debt instruments may also
involve a risk of insolvency of the lending bank or other intermediary.
Direct debt instruments that are not in the form of securities may offer
less legal protection to a fund in the event of fraud or misrepresentation.
In the absence of definitive regulatory guidance, each fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.    
   A loan is often administered by a bank or other financial institution
that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the
loan or other indebtedness, each fund has direct recourse against the
borrower, it may have to rely on the agent to apply appropriate credit
remedies against a borrower. If assets held by the agent for the benefit of
a fund were determined to be subject to the claims of the agent's general
creditors, the fund might incur certain costs and delays in realizing
payment on the loan or loan participation and could suffer a loss of
principal or interest.    
   Direct indebtedness purchased by each fund may include letters of
credit, revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand. These commitments may
have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
Each fund will set aside appropriate liquid assets in a segregated
custodial account to cover its potential obligations under standby
financing commitments.    
   Each fund limits the amount of total assets that it will invest in any
one issuer or in issuers within the same industry (see each fund's
investment limitations). For purposes of these limitations, each fund
generally will treat the borrower as the "issuer" of indebtedness held by
the fund. In the case of loan participations where a bank or other lending
institution serves as financial intermediary between each fund and the
borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require
the fund, in appropriate circumstances, to treat both the lending bank or
other lending institution and the borrower as "issuers" for these purposes.
Treating a financial intermediary as an issuer of indebtedness may restrict
a fund's ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.    
       REPURCHASE AGREEMENTS.    In a repurchase agreement, a fund
purchases a security and simultaneously commits to sell that security back
to the original seller at an agreed-upon price. The resale price reflects
the purchase price plus an agreed-upon incremental amount which is
unrelated to the coupon rate or maturity of the purchased security. While
it does not presently appear possible to eliminate all risks from these
transactions (particularly the possibility that the value of the underlying
security will be less than the real price, as well as delays and costs to a
fund in connection with bankruptcy proceedings), it is each fund's (except
Equity Portfolio Growth) current policy to engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and
found satisfactory by FMR. Equity Portfolio Growth and Income & Growth
limit repurchase agreement transactions to banks of the Federal Reserve
System and primary dealers in U.S. government securities.    
       FOREIGN REPURCHASE AGREEMENTS.    Foreign repurchase agreements may
include agreements to purchase and sell foreign securities in exchange for
fixed U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of the
security purchased by the fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the event of a
default by the counterparty, the fund may suffer a loss if the value of the
security purchased is less than the agreed-upon repurchase price, or if the
fund is unable to successfully assert a claim to the collateral under
foreign laws. As a result, foreign repurchase agreements may involve higher
credit risks than repurchase agreements in U.S. markets, as well as risks
associated with currency fluctuations. In addition, as with other emerging
market investments, repurchase agreements with counterparties located in
emerging markets or relating to emerging market securities may involve
issuers or counterparties with lower credit ratings than typical U.S.
repurchase agreements.    
       REVERSE REPURCHASE AGREEMENTS.    In a reverse repurchase agreement,
a fund sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. A fund will
enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.    
       DELAYED-DELIVERY TRANSACTIONS.    A fund may buy and sell securities
on a delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security (and more than
seven days in the future). Typically, no interest accrues to the purchaser
until the security is delivered. A fund may receive fees for entering into
delayed-delivery transactions.    
   When purchasing securities on a delayed-delivery basis, a fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
a fund's other investments. If a fund remains substantially fully invested
at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, a fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, a fund does not participate in further gains or losses with respect
to the security. If the other party to a delayed-delivery transaction fails
to deliver or pay for the securities, a fund could miss a favorable price
or yield opportunity, or could suffer a loss.    
   A fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.    
       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 Trustees, FMR
determines the liquidity of a fund's investments and, through reports from
FMR, the Board monitors investments in illiquid instruments. In determining
the liquidity of a fund's investments, FMR may consider various factors
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features) and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). Investments currently considered
by a fund to be illiquid include repurchase agreements not entitling the
holder to payment of principal and interest within seven days, and
over-the-counter options. Also, FMR may determine some restricted
securities, municipal lease obligations, government-stripped fixed-rate
mortgage-backed securities, loans and other direct debt instruments,
emerging market securities, and swap agreements to be illiquid. However,
with respect to over-the-counter options a fund writes, all or a portion of
the value of the underlying instrument may be illiquid depending on the
assets held to cover the option and the nature and terms of any agreement a
fund may have to close out the option before expiration. In the absence of
market quotations, illiquid investments are priced at face value as
determined in good faith by a committee appointed by the Board of Trustees.
If, through a change in values, net assets or other circumstances, a fund
were in a position where 10% or 15% of its net assets (depending on the
fund's investment limitations) were invested in illiquid securities, it
would seek to take appropriate steps to protect liquidity.    
       RESTRICTED SECURITIES    generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration under
the Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.    
       SECURITIES LENDING.    A fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange
(NYSE) and a subsidiary of FMR Corp.    
   Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.    
   FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1) a
fund must receive 100% collateral in the form of cash or cash equivalents
(e.g., U.S. Treasury bills or notes) from the borrower; (2) the borrower
must increase the collateral whenever the market value of the securities
loaned (determined on a daily basis) rises above the value of the
collateral; (3) after giving notice, a fund must be able to terminate the
loan at any time; (4) a fund must receive reasonable interest on the loan
or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) a fund may pay only reasonable custodian
fees in connection with the loan; and (6) the Board of Trustees must be
able to vote proxies on the securities loaned, either by terminating the
loan or by entering into an alternative arrangement with the borrower.    
   Cash received through loan transactions may be invested in any security
in which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).    
       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 a fund's exposure to long- or
short-term interest rates (in the United States or abroad), foreign
currency values, mortgage securities, corporate borrowing rates, or other
factors such as security prices or inflation rates. Swap agreements can
take many different forms and are known by a variety of names. A fund is
not limited to any particular form of swap agreement if FMR determines it
is consistent with a fund's investment objective and policies.    
   In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a fee
by the other party. For example, the buyer of an interest rate cap obtains
the rights to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.    
   Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if a fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease a fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price and yield.    
   The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by a fund, a fund must be prepared to make
such payments when due. In addition, if the counterparty's creditworthiness
declined, the value of a swap agreement would be likely to decline,
potentially resulting in losses. A fund expects to be able to reduce its
exposure under swap agreements either by assignment or other disposition,
or by entering into an offsetting swap agreement with the same party or a
similarly creditworthy party.    
   A fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of a fund's accrued
obligations under the swap agreement over the accrued amount a fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of a fund's accrued obligations under the
agreement.    
       INDEXED SECURITIES.    A fund may purchase securities whose prices
are indexed to the prices of other securities, securities indices,
currencies, precious metals or other commodities, or other financial
indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic. Gold-indexed
securities, for example, typically provide for a maturity value that
depends on the price of gold, resulting in a security whose price tends to
rise and fall together with gold prices. Currency-indexed securities
typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference to the values
of one or more specified foreign currencies, and may offer higher yields
than U.S. dollar-denominated securities of equivalent issuers.
Currency-indexed securities may be positively or negatively indexed; that
is, their maturity value may increase when the specified currency value
increases, resulting in a security that performs similarly to a
foreign-denominated instrument, or their maturity value may decline when
foreign currencies increase, resulting in a security whose price
characteristics are similar to a put on the underlying currency.
Currency-indexed securities may also have prices that depend on the values
of a number of different foreign currencies relative to each other.    
   The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
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. Indexed securities may be more volatile
than the underlying instruments.    
       FOREIGN INVESTMENTS   . Investing in securities issued by companies
or other issuers whose principal activities are outside the United States
may involve significant risks in addition to the risks inherent in U.S.
investments. The value of securities denominated in foreign currencies and
of dividends and interest paid with respect to such securities will
fluctuate based on the relative strength of the U.S. dollar. In addition,
there is generally less publicly available information about foreign
issuers' financial condition and operations, 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. Further, economies of particular
countries or areas of the world may differ favorably or unfavorably from
the economy of the United States.    
   Investing abroad also involves different political and economic risks.
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. There
may be a greater possibility of default by foreign governments or foreign
government-sponsored enterprises. Investments in foreign countries also
involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments. There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects. The considerations noted above generally are
intensified for investments in developing countries. Developing countries
may have relatively unstable governments, economies based on only a few
industries, and securities markets that trade a small number of
securities.    
   Foreign markets may offer less protection to investors than U.S.
markets. It is anticipated that in most cases the best available market for
foreign securities will be on exchanges or in over-the-counter markets
located outside of the United States. Foreign stock markets, while growing
in volume and sophistication, are generally not as developed as those in
the United States, and securities of some foreign issuers (particularly
those located in developing countries) may be less liquid and more volatile
than securities of comparable U.S. issuers. Foreign security trading
practices, including those involving securities settlement where fund
assets may be released prior to receipt of payment, may expose a fund to
increased risk in the event of a failed trade or the insolvency of a
foreign broker-dealer, and may involve substantial delays. In addition, the
costs of foreign investing, including withholding taxes, brokerage
commissions and custodial costs, are generally higher than for U.S.
investors. In general, there is less overall governmental supervision and
regulation of securities exchanges, brokers, and listed companies than in
the United States. It may also be difficult to enforce legal rights in
foreign countries.    
   Each fund may invest in foreign securities that impose restrictions on
transfer within the United States or to U.S. persons. Although securities
subject to such transfer restrictions may be marketable abroad, they may be
less liquid than foreign securities of the same class that are not subject
to such restrictions.    
   A fund may invest in American Depository Receipts and European
Depository Receipts (ADRs and EDRs), which are certificates evidencing
ownership of shares of a foreign-based issuer held in trust by a bank or
similar financial institution. Designed for use in the U.S. and European
securities markets, respectively, ADRs and EDRs are alternatives to the
purchase of the underlying securities in their national markets and
currencies.    
       FOREIGN CURRENCY TRANSACTIONS.    A fund may conduct foreign
currency transactions on a spot (i.e., cash) basis or by entering into
forward contracts to purchase or sell foreign currencies at a future date
and price. A fund 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 a fund at one rate, while offering a lesser rate
of exchange should a fund 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 parties to a forward contract may agree to offset or
terminate the contract before its maturity, or may hold the contract to
maturity and complete the contemplated currency exchange.    
   A fund may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes the
principal currency management strategies involving forward contracts that
could be used by a fund. A fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.    
   When a fund 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, a fund 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." A fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.    
   A fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency. For example,
if a fund owned securities denominated in pounds sterling, it could enter
into a forward contract to sell pounds sterling in return for U.S. dollars
to hedge against possible declines in the pound's value. Such a hedge,
sometimes referred to as a "position hedge," would tend to offset both
positive and negative currency fluctuations, but would not offset changes
in security values caused by other factors. A fund could also hedge the
position by selling another currency expected to perform similarly to the
pound sterling - for example, by entering into a forward contract to sell
Deutschemarks or European Currency Units in return for U.S. dollars. This
type of hedge, sometimes referred to as a "proxy hedge," could offer
advantages in terms of cost, yield, or efficiency, but generally would not
hedge currency exposure as effectively as a simple hedge into U.S. dollars.
Proxy hedges may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are
denominated.    
   A fund may enter into forward contracts to shift its investment exposure
from one currency into another. This may include shifting exposure from
U.S. dollars to a foreign currency, or from one foreign currency to another
foreign currency. For example, if a fund held investments denominated in
Deutschemarks, a fund could enter into forward contracts to sell
Deutschemarks and purchase Swiss Francs. This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased much as if a fund had sold a security denominated in one currency
and purchased an equivalent security denominated in another. Cross-hedges
protect against losses resulting from a decline in the hedged currency, but
will cause a fund to assume the risk of fluctuations in the value of the
currency it purchases.    
   Under certain conditions, SEC guidelines require mutual funds to set
aside appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative. A fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.    
   Successful use of currency management strategies will depend on FMR's
skill in analyzing and predicting currency values. Currency management
strategies may substantially change a fund's investment exposure to changes
in currency exchange rates, and could result in losses to a fund if
currencies do not perform as FMR anticipates. For example, if a currency's
value rose at a time when FMR had hedged a fund by selling that currency in
exchange for dollars, a fund would be unable to participate in the
currency's appreciation. If FMR hedges currency exposure through proxy
hedges, a fund 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 a fund's exposure to a foreign
currency, and that currency's value declines, a fund will realize a loss.
There is no assurance that FMR's use of currency management strategies will
be advantageous to the fund or that it will hedge at an appropriate
time.    
       REFUNDING CONTRACTS.    A fund may purchase securities on a
when-issued basis in connection with the refinancing of an issuer's
outstanding indebtedness. Refunding contracts require the issuer to sell
and a fund to buy refunded municipal obligations at a stated price and
yield on a settlement date that may be several months or several years in
the future. A fund generally will not be obligated to pay the full purchase
price if it fails to perform under a refunding contract. Instead, refunding
contracts generally provide for payment of liquidated damages to the issuer
(currently 15-20% of the purchase price). A fund may secure its obligations
under a refunding contract by depositing collateral or a letter of credit
equal to the liquidated damages provisions of the refunding contract. When
required by SEC guidelines, a fund will place liquid assets in a segregated
custodial account equal in amount to its obligations under refunding
contracts.    
       INVERSE FLOATERS.    A fund may invest in inverse floaters, which
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.    
       VARIABLE OR FLOATING RATE OBLIGATIONS    bear variable or floating
interest rates and carry rights that permit holders to demand payment of
the unpaid principal balance plus accrued interest from the issuers or
certain financial intermediaries. Floating rate instruments have interest
rates that change whenever there is a change in a designated base 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. A fund may invest
in fixed-rate bonds that are subject to third party puts and in
participation interests in such bonds held in trust or otherwise. These
bonds and participation interests have tender options or demand features
that permit a fund to tender (or put) the bonds to an institution at
periodic intervals and to receive the principal amount thereof. A fund
considers variable rate instruments structured in this way (Participating
VRDOs) to be essentially equivalent to other VRDOs it purchases. The
Internal Revenue Service (IRS) has not ruled whether the interest on
Participating VRDOs is tax-exempt and, accordingly, a fund intends to
purchase these instruments based on opinions of bond counsel.    
       TENDER OPTION BONDS    are created by coupling an intermediate- or
long-term, fixed-rate, tax-exempt bond (generally held pursuant to a
custodial arrangement) with a tender agreement that gives the holder the
option to tender the bond at its face value. As consideration for providing
the tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, a fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. In selecting tender option bonds for a fund, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.    
       ZERO COUPON BONDS    do not make regular 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.    
       STANDBY COMMITMENTS    are puts that entitle holders to same-day
settlement at an exercise price equal to the amortized cost of the
underlying security plus accrued interest, if any, at the time of exercise.
A fund may acquire standby commitments to enhance the liquidity of
portfolio securities.    
   Ordinarily a fund will not transfer a standby commitment to a third
party, although it could sell the underlying municipal security to a third
party at any time. A fund may purchase standby commitments separate from or
in conjunction with the purchase of securities subject to such commitments.
In the latter case, a fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.    
   Issuers or financial intermediaries may obtain letters of credit or
other guarantees to support their ability to buy securities on demand. FMR
may rely upon its evaluation of a bank's credit in determining whether to
support an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.    
   Standby commitments are subject to certain risks, including the ability
of issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by a fund; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.    
       FEDERALLY TAXABLE OBLIGATIONS.    A tax-exempt fund does not intend
to invest in securities whose interest is federally taxable; however, from
time to time, a tax-exempt 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, a tax-exempt 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 a tax-exempt fund invest in federally taxable obligations, it
would purchase securities that in FMR's judgment are of high quality. These
would include obligations issued or guaranteed by the U.S. government or
its agencies or instrumentalities; obligations of domestic banks; and
repurchase agreements. The tax-exempt fund's standards for high quality,
taxable obligations are essentially the same as those described by Moody's
in rating corporate obligations within its two highest ratings of Prime-1
and Prime-2, and those described by Standard & 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. If such proposals were enacted, the availability of municipal
obligations and the value of the tax-exempt fund's holdings would be
affected and the Trustees would reevaluate the tax-exempt fund's investment
objectives and policies.    
   The tax-exempt 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, sales of fund shares, or in order to
meet redemption requests, the tax-exempt 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 tax-exempt fund may be required to sell
securities at a loss.    
       MUNICIPAL LEASE OBLIGATIONS.    A 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, a fund will not hold such obligations directly as a
lessor of the property, but will purchase a participation interest in a
municipal obligation from a bank or other third party. A participation
interest gives 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 purchases, or conditional sale
contracts (which normally provide for title to the leased asset to pass to
the governmental issuer) have evolved as a means for governmental issuers
to acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.    
       INTERFUND BORROWING PROGRAM.    Each fund has received permission
from the SEC to lend money to and borrow money from other funds advised by
FMR or its affiliates, but will participate in the interfund borrowing
program only as a borrower. Interfund loans normally will extend overnight,
but can have a maximum duration of seven days. A fund will borrow through
the program only when the costs are equal to or lower than the costs of
bank loans. 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.    
       REAL ESTATE-RELATED INSTRUMENTS    include real estate investment
trusts, commercial and residential mortgage-backed securities, and real
estate financings. Real estate-related instruments are sensitive to factors
such as changes in real estate values and property taxes, interest rates,
cash flow of underlying real estate assets, overbuilding, and the
management skill and creditworthiness of the issuer. Real estate-related
instruments may also be affected by tax and regulatory requirements, such
as those relating to the environment.    
       MORTGAGE-BACKED SECURITIES.    The fund may purchase mortgage-backed
securities sponsored by government 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 the
fund may invest in them if FMR determines they are consistent with the
fund's investment objective and policies.    
   The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Non-government
mortgage-backed securities may offer higher yields than those issued by
government entities, but also may be subject to greater price changes than
government issues. Mortgage-backed securities are subject to prepayment
risk. Prepayment, which occurs when unscheduled or early payments are made
on the underlying mortgages, may shorten the effective maturities of these
securities and may lower their total returns.    
       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.    
       SHORT SALES.    A fund may enter into short sales with respect to
stocks underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security a fund holds, it may sell the stock short. If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security. A fund currently intends to hedge no more than
15% of its total assets with short sales on equity securities underlying
its convertible security holdings under normal circumstances.    
   If a fund enters into a "short sale against the box", it will be
required to set aside securities equivalent in kind and amount to the
securities sold short (or securities convertible or exchangeable into such
securities) and will be required to hold such securities while the short
sale is outstanding. A fund will incur transaction costs, including
interest expense, in connection with opening, maintaining, and closing
short sales against the box.    
       WARRANTS   . A fund may invest in warrants which entitle the holder
to buy equity securities at a specific price for a specific period of time.
Warrants may be considered more speculative then certain other types of
investments in that they do not entitle a holder to dividends or voting
rights with respect to the securities which may be purchased, nor do they
represent any rights in the assets of the issuing company. The value of a
warrant may be more volatile than the value of the securities underlying
the warrants. 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.    
   PHYSICAL COMMODITIES. As a practical matter, investments in other types
of physical commodities can present concerns such as delivery, storage and
maintenance, possible illiquidity and the unavailability of accurate market
valuations. FMR, in addressing these concerns, currently intends to
purchase only readily marketable precious metals and to deliver and store
them 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. Global Resources may receive no more than 10% of
its yearly income from gains resulting from selling metals or any other
physical commodity. Therefore, the fund may be required either to hold its
metals or to sell them at a loss, or to sell its portfolio securities at a
gain,when it would not otherwise do so for investment reasons.    
       LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS.    The funds have
filed notices of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases or sales of futures
contracts or options on futures contracts. Each fund intends to comply with
Rule 4.5 under the Commodity Exchange Act, which limits the extent to which
the fund can commit assets to initial margin deposits and option
premiums.    
   In addition to the above limitations, a fund will not: (a) sell futures
contracts, purchase put options, or write call options if, as a result,
more than 25% of a 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, a 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
a fund would exceed 5% of a 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 a fund's investments in futures contracts and
options, and a fund's policies regarding futures contracts and options
discussed elsewhere in this SAI, are not fundamental policies and may be
changed as regulatory agencies permit.    
       FUTURES CONTRACTS.    When a fund purchases a futures contract, it
agrees to purchase a specified underlying instrument at a specified future
date. When a fund sells a futures contract, it agrees to sell the
underlying instrument at a specified future date. The price at which the
purchase and sale will take place is fixed when a fund enters into the
contract. Some currently available futures contracts are based on specific
securities, such as U.S. Treasury bonds or notes, and some are based on
indices of securities prices, such as the Standard & Poor's 500 Composite
Index of 500 Stocks (S&P 500). Futures can be held until their delivery
dates, or can be closed out before then if a liquid secondary market is
available.    
   The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.    
       FUTURES MARGIN PAYMENTS   . The purchaser or seller of a futures
contract is not required to deliver or pay for the underlying instrument
unless the contract is held until the delivery date. However, both the
purchaser and seller are required to deposit "initial margin" with a
futures broker, known as a futures commission merchant (FCM), when the
contract is entered into. Initial margin deposits are typically equal to a
percentage of the contract's value. If the value of either party's position
declines, that party will be required to make additional "variation margin"
payments to settle the change in value on a daily basis. The party that has
a gain may be entitled to receive all or a portion of this amount. Initial
and variation margin payments do not constitute purchasing securities on
margin for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, a 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 a
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, a
fund pays the current market price for the option (known as the option
premium). Options have various types of underlying instruments, including
specific securities, indices of securities prices, and futures contracts. A
fund may terminate its position in a put option it has purchased by
allowing it to expire or by exercising the option. If the option is allowed
to expire, a fund will lose the entire premium it paid. If a fund exercises
the option, it completes the sale of the underlying instrument at the
strike price. A fund may also terminate a put option position by closing it
out in the secondary market at its current price, if a liquid secondary
market exists.    
   The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying instrument's
price does not fall enough to offset the cost of purchasing the option, a
put buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).    
   The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.    
       WRITING PUT AND CALL OPTIONS.    When a fund writes a put option, it
takes the opposite side of the transaction from the option's purchaser. In
return for receipt of the premium, a fund assumes the obligation to pay the
strike price for the option's underlying instrument if the other party to
the option chooses to exercise it. When writing an option on a futures
contract, a fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option a fund has written, however, a fund
must continue to be prepared to pay the strike price while the option is
outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.    
   If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the
decline.    
   Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.    
       COMBINED POSITIONS.    A fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, a fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a
futures contract. Another possible combined position would involve writing
a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event
of a substantial price increase. Because combined options positions involve
multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.    
       CORRELATION OF PRICE CHANGES.    Because there are a limited number
of types of exchange-traded options and futures contracts, it is likely
that the standardized contracts available will not match a fund's current
or anticipated investments exactly. A fund may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which it typically invests,
which involves a risk that the options or futures position will not track
the performance of a fund's other investments.    
   Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.    
       LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS.    There is no assurance
a liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.    
       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 a fund greater flexibility to tailor an option to its
needs, OTC options generally involve greater credit risk than
exchange-traded options, which are guaranteed by the clearing organization
of the exchanges where they are traded.    
       OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES.    Currency
futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements) and
are standardized as to contract size and delivery date. Most currency
futures contracts call for payment or delivery in U.S. dollars. The
underlying instrument of a currency option may be a foreign currency, which
generally is purchased or delivered in exchange for U.S. dollars, or may be
a futures contract. The purchaser of a currency call obtains the right to
purchase the underlying currency, and the purchaser of a currency put
obtains the right to sell the underlying currency.    
   The uses and risks of currency options and futures are similar to
options and futures relating to securities or indices, as discussed above.
A fund may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of a fund's investments exactly over time.    
       ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS.    A 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 a fund's assets could
impede portfolio management or the fund's ability to meet redemption
requests or other current obligations.    
       ELECTRIC UTILITIES INDUSTRY.    The electric utilities industry has
been experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open transmission
access to any electricity supplier, although it is not presently known to
what extent competition will evolve. Other risks include: (a) the
availability and cost of fuel, (b) the availability and cost of capital,
(c) the effects of conservation on energy demand, (d) the effects of
rapidly changing environmental, safety, and licensing requirements, and
other federal, state, and local regulations, (e) timely and sufficient rate
increases, and (f) opposition to nuclear power.    
       HEALTH CARE INDUSTRY.    The health care industry is subject to
regulatory action by a number of private and governmental agencies,
including federal, state, and local governmental agencies. A major source
of revenues for the health care industry is payments from the Medicare and
Medicaid programs. As a result, the industry is sensitive to legislative
changes and reductions in governmental spending for such programs. Numerous
other factors may affect the industry, such as general and local economic
conditions; demand for services; expenses (including malpractice insurance
premiums); and competition among health care providers. In the future, the
following elements may adversely affect health care facility operations:
adoption of legislation proposing a national health insurance program;
other state or local health care reform measures; medical and technological
advances which dramatically alter the need for health services or the way
in which such services are delivered; changes in medical coverage which
alter the traditional fee-for-service revenue stream; and efforts by
employers, insurers, and governmental agencies to reduce the costs of
health insurance and health care services.    
       HOUSING.    Housing revenue bonds are generally issued by a state,
county, city, local housing authority, or other public agency. They are
secured by the revenues derived from mortgages purchased with the proceeds
of the bond issue. It is extremely difficult to predict the supply of
available mortgages to be purchased with the proceeds of an issue or the
future cash flow from the underlying mortgages. Consequently, there are
risks that proceeds will exceed supply, resulting in early retirement of
bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.    
       EDUCATION.    In general, there are two types of education-related
bonds; those issued to finance projects for public colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply public educational institutions with funds are
subject to the risk of unanticipated revenue decline, primarily the result
of decreasing student enrollment. Among the factors that may affect
enrollment are restrictions on students' ability to pay tuition,
availability of state and federal funding, and general economic conditions.
Student loan revenue bonds are generally offered by state (or substate)
authorities or commissions and are backed by pools of student loans.
Underlying student loans may be guaranteed by state guarantee agencies and
may be subject to reimbursement by the United States Department of
Education (DOE) through its guaranteed student loan program (GSLP). Others
may be private, uninsured loans made to parents or students which are
supported by reserves or other forms of credit enhancement. Recoveries of
principal due to loan defaults may be applied to redemption of bonds or may
be used to re-lend, depending on program latitude and demand for loans.
Cash flows supporting student loan revenue bonds are impacted by numerous
factors, including the rate of student loan defaults, seasoning of the loan
portfolio, and student repayment deferral periods of forbearance. Other
risks associated with student loan revenue bonds include potential changes
in federal legislation regarding student loan revenue bonds, state
guarantee agency reimbursement and continued federal interest and other
program subsidies currently in effect.    
SPECIAL CONSIDERATIONS AFFECTING CANADA
   Canada occupies the northern part of North America and is the second
largest country in the world (3.97 million square miles in area) extending
from the Atlantic Ocean to the Pacific Ocean. Major Canadian companies
include those involved in the energy industry, industrial materials
(chemicals, base metals, timber and paper) and agricultural materials
(grain cereals). The economy of Canada is strongly influenced by the
activities of companies and industries involved in the production and
processing of natural resources. Canada is a major producer of
hydroelectricity, oil and gas. The business activities of companies in the
energy field may include the production, generation, transmission,
marketing, control or measurement of energy or energy fuels. The securities
of companies in the energy industry are subject to changes in value and
dividend yield which depend, to a large extent, on the price and supply of
energy fuels. Rapid price and supply fluctuations may be caused by events
relating to international politics, energy conservation and the success of
exploration products. Canada is one the world's leading industrial
countries and is rich in natural resources such as zinc, uranium, nickel,
gold, silver, aluminum, iron and copper. Forest covers over 44% of land
area, making Canada a leading world producer of newsprint. Canada is also a
major exporter of agricultural products.    
   Canada, the U.S. and Mexico began to implement the North American Free
Trade Agreement (NAFTA) in 1994, reducing trade barriers affecting
important sectors of each country's economy. This agreement is expected to
lead to increased trade among the three countries.     
   Many factors affect and could have an adverse impact on the financial
condition of Canada, including social, environmental and economic
conditions, factors which are not within the control of Canada. Although
the Canadian political system is generally more stable than that of many
other foreign countries, continued tension with respect to greater
independence for, or possible separation of, Quebec causes political
uncertainty. Moreover, while the Canadian dollar is generally less volatile
relative to the U.S. dollar than other foreign currencies, the value of the
Canadian dollar has decreased significantly in recent years. Continued
efforts to reduce the structural Canadian budget deficit will be required.
FMR is unable to predict what effect, if any, such factors would have on
instruments held in the fund's portfolio.    
   Securities of Canadian companies are not considered by FMR to have the
same level of risk as those of other non-U.S. companies. 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 fund may elect to participate in new
equity issues or initial public offerings of Canadian companies.    
SPECIAL CONSIDERATIONS AFFECTING LATIN AMERICA
   Latin America is a region rich in natural resources such as oil, copper,
tin, silver, iron ore, forestry, fishing, livestock, and agriculture. The
region has a large population (roughly 300 million) representing a large
series of markets. Economic growth was strong in the 1960s and 1970s, but
slowed dramatically in the 1980s as a result of poor economic policies,
higher international interest rates and the denial of access to new foreign
capital. Capital flight has proven a persistent problem and external debt
has been forcibly rescheduled. Political turmoil (including
assassinations), high inflation, capital export or repatriation
restrictions, and nationalization have further exacerbated economic
conditions. Changes in political leadership and the implementation of
market oriented economic policies, such as privatization, trade reform, and
fiscal and monetary reform are among the recent steps taken to renew
economic growth. External debt is being restructured and flight capital
(domestic capital that has left the home country) has begun to return.
Inflation control efforts have also been implemented. Free trade zones are
being discussed in various areas around the region, the most notable being
that Mexico, the United States, and Canada encompassed in NAFTA.     
   The process of economic integration in Latin America has nonetheless
been slow, and obstacles remain formidable. Contrary to expectations, the
financial crisis that has plagued the region in recent years has not
generally encouraged integration. This is largely because of the individual
countries' urgent need for foreign exchange, which has been difficult to
obtain. Latin American equity markets can be extremely volatile and in the
past have shown little correlation with the United States market.
Currencies are typically weak, but most are relatively free floating, and
it is not unusual for the currencies to undergo wide fluctuations in value
over short periods of time due to changes in the market.    
   Mexico's economy is a mixture of state-owned industrial plants (notably
oil), private manufacturing and services, and both large-scale and
traditional agriculture. In the 1980s, Mexico experienced severe economic
difficulties: the nation accumulated large external debts as world
petroleum prices fell; rapid population growth outstripped the domestic
food supply; and inflation, unemployment, and pressures to emigrate became
more acute. By the early 1990s, growth in national output had recovered
somewhat. The government, in consultation with international economic
agencies, attempted to implement programs to stabilize the economy and
foster growth. The government strongly supported NAFTA as a means to
promote growth. The United States is Mexico's major trading partner,
accounting for two-thirds of its exports and imports. After petroleum,
border assembly plants and tourism are the largest earners of foreign
exchange.    
   Continued political unrest, particularly in southern Mexico, and
uncertainty as to the effectiveness of reforms have had an adverse impact
on economic development. In December, 1994, Mexico reversed a long-held
currency policy by devaluing the Mexican peso and allowing it to float
freely. The value of the peso against the U.S. dollar and other currencies
declined sharply. As a result, Mexican stocks plunged while interest rates
soared, and other Latin America securities markets were also adversely
affected. Extension and continuance of financial aid to Mexico from the
U.S., including loan guarantees, is uncertain at this time.    
   Brazil is the sixth largest country in the world in population, with
about 155 million people, and represents a huge domestic market. Brazil
entered the 1990s with declining real growth, runaway inflation, an
unserviceable foreign debt of $122 billion, and a lack of policy direction.
Brazil's rate of consumer-price inflation continues to accelerate while
gross domestic product (GDP) remains depressed. A major long-run strength
is Brazil's natural resources. Iron ore, bauxite, tin, gold, and forestry
products make up some to Brazil's basic natural resource base, which
includes some of the largest mineral reserves in the world. A vibrant
private sector is marred by an inefficient public sector. The government
has embarked on an ambitious reform program that seeks to modernize and
reinvigorate the economy by stabilizing prices, deregulating the economy,
and opening the economy to increased foreign competition. Privatization of
certain industries is proceeding slowly.    
   Chile, like Brazil, is endowed with considerable mining resources,
particularly copper. Export production (especially in the forestry and
mining sectors) continues to be the main long-term engine of economic
growth and modernization. Economic reform has been ongoing in Chile for
over 15 years, but political democracy has only recently returned to Chile.
Privatization of the public sector beginning in the early 1980s has
bolstered the equity market. A well-organized pension system has created a
long-term domestic investor base.    
   Argentina is strong in wheat production and other foodstuffs and
livestock ranching. A well-educated and skilled population boasts one of
the highest literacy rates in the region. The country has been ravaged by
decades of extremely high inflation and political instability. Recent
attempts by the present political regime to slow inflation and rationalize
government spending appear to be meeting with some success. By pegging the
exchange rate of the Argentine peso to the United States dollar, banning
price indexation, and extensively privatizing and deregulating industrial
and service activities, Argentina has managed to cut inflation to record
lows and spur economic growth. External debt has created severe debt
servicing difficulties and hurting the country's creditworthiness with
international lenders. Privatization is ongoing and should reduce the
amount of external debt outstanding.    
   Venezuela has substantial oil reserves. External debt is being
renegotiated, and the government is implementing economic reform in order
to reduce the size of the public sector. Internal gasoline prices, which
are one-third those of international prices, are being increased in order
to reduce subsidies. Price controls did not prevent annual inflation from
reaching at least 75% in 1994, compared to 45.9% in 1993. The official
target of 25-30% inflation for 1995 is improbable, with a continuation of
higher levels more likely. The failure of major banks adversely affected
the Venezuelan economy in 1994 and could continue to have a negative
impact. Plans for privatization and exchange and interest rate
liberalization are examples of recently introduced reforms.    
SPECIAL CONSIDERATIONS AFFECTING JAPAN, THE PACIFIC BASIN, AND SOUTHEAST
ASIA
   Many Asian countries may be subject to a greater degree of social,
political and economic instability than is the case in the United States
and Western European countries. Such instability may result from (i)
authoritarian governments or military involvement in political and economic
decision-making; (ii) popular unrest associated with demands for improved
political, economic and social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; and (v) ethnic,
religious and racial disaffection.    
   The economies of most of the Asian countries are heavily dependent upon
international trade and are accordingly affected by protective trade
barriers and the economic conditions of their trading partners,
principally, the United States, Japan, China and the European Community.
The enactment by the United States or other principal trading partners of
protectionist trade legislation, reduction of foreign investment in the
local economies and general declines in the international securities
markets could have a significant adverse effect upon the securities markets
of the Asian countries.     
   Thailand has one of the fastest growing stock markets in the world. The
manufacturing sector is becoming increasingly sophisticated and is
benefiting from export-oriented investing. The manufacturing and service
sectors continue to account for the bulk of Thailand's economic growth. The
agricultural sector continues to become less important. The government has
followed fairly sound fiscal and monetary policies, aided by increased tax
receipts from a fast moving economy. The government also continues to move
ahead with new projects - especially telecommunications, roads and port
facilities - needed to refurbish the country's overtaxed infrastructure.
Nonetheless, political unrest has caused many international businesses to
question Thailand's political stability.    
   Hong Kong's economic growth which was vigorous in the 1980's has not
been positively affected by its impending return to Chinese dominion in
1997. Although China has committed by treaty to preserve the economic and
social freedoms enjoyed in Hong Kong for 50 years after regaining control
of Hong Kong, the continuation of the current form of the economic system
in Hong Kong after the reversion will depend on the actions of the
government of China. Business confidence in Hong Kong, therefore, can be
significantly affected by developments, which in turn can affect markets
and business performance. In preparation for 1997, Hong Kong has continued
to develop trade with China, while also maintaining its long-standing
export relationship with the United States. Spending on infrastructure
improvements is a significant priority of the colonial government while the
private sector continues to diversify abroad based on its position as an
established international trade center in the Far East.    
   In terms of GDP, industrial standards and level of education, South
Korea is second only to Japan in Asia. It enjoys the benefits of a
diversified economy with well developed sectors in electronics,
automobiles, textiles and shoe manufacture, steel and shipbuilding among
others. The driving force behind the economy's dynamic growth has been the
planned development of an export-oriented economy in a vigorously
entrepreneurial society. Inflation rates, however, began to challenge South
Korea's strong economic performance in the early 1990's. Moreover, the
international situation between South Korea and North Korea continues to be
uncertain.    
   Indonesia is a mixed economy with many socialist institutions and
central planning but with a recent emphasis on deregulation and private
enterprise. Like Thailand, Indonesia has extensive natural wealth, yet with
a large and rapidly increasingly population, it remains a poor country.
Indonesia's dependence on commodity exports makes it vulnerable to a fall
in world commodity prices.     
   Malaysia has one of the fastest growing economies in the Asian-Pacific
region. Malaysia has become the world's third-largest producer of
semiconductor devices (after the United States and Japan) and the world's
largest exporter of semiconductor devices. More remarkable is the country's
ability to achieve rapid economic growth with relative price stability as
the government followed prudent fiscal/monetary policies. Malaysia's high
export dependence level leaves it vulnerable to recession in the countries
with which it trades or a fall in world commodity prices.    
   Singapore has an open entrepreneurial economy with strong service and
manufacturing sectors and excellent international trading links derived
from its history. During the 1970s and the early 1980s, the economy
expanded rapidly, achieving an average annual growth rate of 9%. Per capita
GDP is among the highest in Asia. Singapore holds a position as a major oil
refining and services center.    
   Japan currently has the second largest GDP in the world. The Japanese
economy has grown substantially over the last three decades. Its growth
rate averaged over 5% in the 1970s and 1980s. However, in the 1990s, the
growth rate in Japan has slowed. Despite small rallies and market gains,
Japan has been plagued with economic sluggishness. Economic conditions have
weakened considerably in Japan since October 1992. The boom in Japan's
equity and property markets during the expansion of the late 1980's
supported high rates of investment and consumer spending on durable goods,
but both of these components of demand have now retreated sharply following
the the decline in asset prices. Profits have fallen sharply, the
previously tight labor market conditions have eased considerably, and
consumer confidence has waned. The banking sector has experienced a sharp
rise in non-performing loans, and strains in the financial system may
continue. Continued political uncertainty has resulted from numerous
changes in government, shifting government coalitions and the political and
economic problems associated with a large trade imbalance.    
   Although Japan's economic growth has declined significantly since 1990,
many Japanese companies seem capable of rebounding due to increased
investments, smaller borrowings, increased product development and
continued government support. Growth recovered slightly in 1994. Japan's
economic growth in the early 1980's was due in part to government
borrowings. Japan is heavily dependent upon international trade and,
accordingly, has been and may continue to be adversely affected by trade
barriers, and other protectionist or retaliatory measures of, as well as
economic conditions in, the United States and other countries with which it
trades. Industry, the most important sector of the economy, is heavily
dependent on imported raw materials and fuels. Japan's major industries are
in the engineering, electrical, textile, chemical, automobile, fishing, and
telecommunication fields. Japan imports iron ore, copper, and many forest
products. Only 19% of its land is suitable for cultivation. Japan's
agricultural economy is subsidized and protected. It is about 50%
self-sufficient in food production. Even though Japan produces a minute
rice surplus, it is dependent upon large imports of wheat, sorghum, and
soybeans from other countries. Japan's high volume of exports such as
automobiles, machine tools, and semiconductors have caused trade tensions
with other countries, particularly the United States. Attempts to approve
trading agreements between the countries may reduce the friction caused by
the current trade imbalance.     
   Australia has a prosperous Western-style capitalist economy, with a per
capita GDP comparable to levels in industrialized West European countries.
It is rich in natural resources and is the world's largest exporter of beef
and wool, second-largest exporter of mutton, and among the top wheat
exporters. Australia is also a major exporter of minerals, metals and
fossil fuels. Due to the nature of its exports, a downturn in world
commodity prices can have a big impact on its economy.     
SPECIAL CONSIDERATIONS AFFECTING EUROPE
   Most Eastern European nations, including Hungary, Poland, the Czech
Republic, Slovakia, and Romania have had centrally planned, socialist
economies since shortly after World War II. A number of their governments,
including those of Hungary, the Czech Republic, and Poland are currently
implementing or considering reforms directed at political and economic
liberalization, including efforts to foster multi-party political systems,
decentralize economic planning, and move toward free market economies. The
conditions that have given rise to these developments are changeable, and
there is no assurance that reforms will continue or that their goals will
be achieved. Ethnic and civil conflict currently rage in the former
Yugoslavia. The outcome is uncertain.    
   At present, no Eastern European country has a developed stock market,
but Poland, Hungary, and the Czech Republic have small securities markets
in operation. Both the European Union (EU) and Japan, among others, have
made overtures to establish trading arrangements and assist in the economic
development of the Eastern European nations. Following reunification,
Germany remains a firm and reliable member of the EU and numerous other
international alliances and organizations. To reduce inflation caused by
the unification of East and West Germany, Germany adopted a tight monetary
policy which led to weakened exports and a reduced domestic demand for
goods and services. Although reunification could prove to be an engine for
domestic and international growth in the long-term, many potential benefits
have yet to be realized.    
   Portugal is a genuinely emerging market which has experienced rapid
growth since the mid-1980s, except for a brief period of stagnation over
1990-91. Portugal's government remains committed to privatization of the
financial system away from one dependent upon the banking system to a more
balanced structure appropriate for the requirements of a modern
economy.    
   Economic reforms launched in the 1980s continue to benefit Turkey in the
1990s. Turkey's economy has grown since the 1980s. Agriculture remains the
most important economic sector, employing over half of the labor force, and
accounting for significant portions of GDP and exports. Inflation and
interest rates remain high, and a large budget deficit will continue to
cause difficulties in Turkey's substantial transformation from a centrally
controlled to a free market economy.    
   Like many other Western economies, Greece suffered severely from the
global oil price hikes of the 1970s, with annual GDP growth plunging from
8% to 2% in the 1980s, and inflation, unemployment, and budget deficits
rising sharply. The fall of the socialist government in 1989 and the
inability of the conservative opposition to obtain a clear majority led to
business uncertainty and the prospect for continued flat economic
performance. Once Greece has sorted out its political situation, it will
have to face the challenges posed by the steadily increasing integration of
the EU, including the progressive lowering of trade and investment
barriers. Tourism continues as a major industry, providing a vital offset
to a sizable commodity trade deficit.    
SPECIAL CONSIDERATIONS AFFECTING AFRICA
   Africa is a continent of roughly 50 countries with a total population of
approximately 840 million people. Literacy rates (the percentage of people
who are over 15 years of age and who can read and write) are relatively
low, ranging from 20% to 60%. The primary industries include crude oil,
natural gas, manganese ore, phosphate, bauxite, copper, iron, diamond,
cotton, coffee, cocoa, timber, tobacco, sugar, tourism, and cattle. Many
African countries are fraught with political instability. However, there
has been a trend over the past several years toward democratization. Many
countries are moving from a military style, Marxist, or single party
government to a multi-party system. Still, there remain many countries that
do not have a stable political process. Many countries have been enmeshed
in civil ethnic or border wars. Ethnic, religious, cultural and linguistic
differences divide the African peoples. Economically, the Northern Rim
countries (including Morocco, Egypt, and Algeria, Nigeria, Zimbabwe, and
South Africa) are the wealthier countries on the continent due to their
strong ties with the European nations. The market capitalization of these
countries has been growing recently as more international companies invest
in Africa and as local companies start to list on the exchanges. However,
religious strife has been a significant source of instability in the
Northern Rim countries. Racial discord in South Africa may be reduced by
constitutional and political changes that are in progress, as well as
increased foreign investments, the long-term future of South Africa remains
uncertain.    
   On the other end of the economic spectrum are countries, such as Burkina
Faso, Madagascar, and Malawi, that are considered to be among the poorest
or least developed in the world. These countries are generally landlocked
or have poor natural resources. The economies of many African countries are
heavily dependent on international oil prices. Of all the African
industries, oil has been the most lucrative, accounting for 40% to 60% of
many countries' Gross Domestic Product. However, general decline in oil
prices has had an adverse impact on many economies.    
PORTFOLIO TRANSACTIONS 
   All orders for the purchase or sale of portfolio securities are placed
on behalf of each fund by FMR pursuant to authority contained in the
management contract. If FMR grants investment management authority to the
sub-advisers (see the section entitled "Management and Other Services"),
the sub-advisers are authorized to place orders for the purchase and sale
of portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to: the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions; and for equity funds, arrangements for
payment of fund expenses. Generally, commissions for foreign investments
traded will be higher than for United States investments and may not be
subject to negotiation.    
   The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; 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). Generally, FMR selects such broker-dealers
for equity funds (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff, and for other funds, based upon the
quality of research and execution services provided.    
   The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts. Subject to applicable
limitations of the federal securities laws, broker-dealers may receive
commissions for agency transactions that are in excess of the amount of
commissions charged by other broker-dealers in recognition of their
research and execution services. In order to cause each fund to pay such
higher commissions, FMR must determine in good faith that such commissions
are reasonable in relation to the value of the brokerage and research
services provided by such executing broker-dealers, viewed in terms of a
particular transaction or FMR's overall responsibilities to the funds and
its other clients. In reaching this determination, FMR will not attempt to
place a specific dollar value on the brokerage and research services
provided, or to determine what portion of the compensation should be
related to those services.    
   FMR is authorized to use research services provided by, and to place
portfolio transactions with, brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with FBSI and Fidelity Brokerage
Services, Ltd. (FBSL), subsidiaries of FMR Corp., if the commissions are
fair, reasonable, and comparable to commissions charged by non-affiliated,
qualified brokerage firms for similar services. Prior to September 4, 1992,
FBSL operated under the name Fidelity Portfolio Services, Ltd. (FPSL) as a
wholly owned subsidiary of Fidelity International Limited (FIL). Edward C.
Johnson 3d is Chairman of FIL. Mr. Johnson 3d, Johnson family members, and
various trusts for the benefit of the Johnson family own, directly or
indirectly, more than 25% of the voting common stock of FIL.    
   FMR may allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer allocates
a portion of the commissions paid by Overseas, Global Resources, Growth
Opportunities, Equity Portfolio Growth, Equity Income, Strategic
Opportunities, and Income & Growth toward payment of each fund's expenses,
such as transfer agent fees or custodian fees. The transaction quality
must, however, be comparable to those of other qualified
broker-dealers.    
   Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC
rules.    
   Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.    
   For the fiscal periods ended 1993 and 1994, respectively, each fund's
portfolio turnover rates are shown in the chart below. Because a high
turnover rate increases transaction costs and may increase taxable gains,
FMR carefully weighs the anticipated benefits of short-term investing
against these consequences. An increased turnover rate is due to a greater
volume of shareholder purchase orders, short-term interest rate volatility
and other special market conditions.    
   Fund         Fiscal Period Ended 1993   1994
Overseas       October     31  42%      34%    
Equity Portfolio Growth   November 30     160    %      137%    
Global Resources    October 31     208%   125%    
Growth Opportunities   October 31  69%      43%    
Strategic Opportunities      September     3   0+      183%   159%
Equity Income           November 30     120%   140%    
Income & Growth   October 31  200%      202%    
Emerging Markets Income   December 31     n/a*   354%**    
High Yield    October 31  79%      118%    
   Strategic Income           December     31     n/a*   104%**    
   Government Investment   October 31  333%   313%    
Limited Term Bond   November 30  59%      68%    
Short Fixed   -    Income   October 31  58%      108%    
High Income Municipal   October 31  27%      38%    
Limited Term Tax-Exempt   November 30  46%      53%    
Short-Intermediate Tax-Exempt  November 30     n/a*   111%**    
   * Emerging Markets Income, Strategic Income, and Short-Intermediate
Tax-Exempt commenced operations on 3/10/94, 10/31/94, and 3/16/94,
respectively. Portfolio turnover rates shown are from commencement of
operations to the end of the fiscal period, as indicated.    
   ** Annualized    
   + On November 9, 1994, the Board of Trustees voted to change Strategic
Opportunities' fiscal year end from September 30 to December 31.    
   The brokerage commissions incurred by each fund, the percentage of this
amount paid to firms providing research, the fees paid to, and the amount
of transactions effected through, FBSI and FBSL for the past three fiscal
years are listed in the following table. Each fund pays both commissions
and spreads in connection with the placement of portfolio transactions;
FBSI is paid on a commission basis. The difference between the percentage
of brokerage commissions paid and and the percentage of the dollar amount
of transactions effected through FBSI is a result of the low commission
rates charged by FBSI.    
 
<TABLE>
<CAPTION>
FISCAL PERIOD ENDED:                    TOTAL                % PAID TO           TO FBSI              TO FBSL       
10/31= *                                                     FIRMS
                                                 
11/30= **                                                    PROVIDING
                                             
12/31= ***                                                   RESEARCH                                               
 
<S>                                  <C>                  <C>                 <C>                  <C>              
   OVERSEAS**                                                                                                       
 
1994                                    $ 1,601,660            84.8%              $ 685                 0           
 
1993                                      500,186              87.0             800                  0              
 
1992                                      119,400              89.0             30                   1,179          
 
EQUITY PORTFOLIO GROWTH **                                                                                          
 
1994                                      2,086,370            58.7                729,903              0           
 
1993                                      915,767              55.0             362,158                 0           
 
1992                                      424,364              55.0             148   ,    571          0           
 
GLOBAL RESOURCES *                                                                                                  
 
1994                                      630,752              63.7                195,272              0           
 
1993                                      147,017              66.3             41,286                  0           
 
1992                                      58,180               73.0             13,864                  0           
 
GROWTH        OPPORTUNITIES *                                                                                       
 
1994                                      3,589,080            54.9             1,368,574               0           
 
1993                                      2,583,165            59.2             899,767                 0           
 
1992                                      1,147,967            65.1             334,189                 925         
 
STRATEGIC        OPPORTUNITIES ***                                                                                  
 
   10/1/9    4    - 12/31/94              403,617              58.7                70,462               0           
 
   10/1/93 - 9/30/94                      1,166,854            76.9                151,233              0           
 
1993                                      1,068,788            82.0             103,206                 0           
 
1992                                      1,087,115            78.3             126,298                 0           
 
EQUITY        INCOME **                                                                                             
 
1994                                      827,499              59.1                290,182           0              
 
1993                                      557,493              68.6                126,832           0              
 
1992                                      342,397              60.1                107,503              441         
 
   INCOME & GROWTH *                                                                                                
 
   1994                                   7,338,038            76.1                1,104,577            0           
 
   1993                                   2,998,137            64.9                796,821              0           
 
   1992                                   767,720              63                  143,974              0           
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                            <C>                    <C>                    <C>                    <C>                    
   FISCAL PERIOD ENDED:
          % OF
                  % OF
                  % OF
                  % OF
               
   10/31= *
                      COMMISSIONS
           COMMISSIONS            TRANSACTIONS           TRANSACTIONS
       
   11/30= **
                     PAID TO FBSI
          PAID TO FBSL
          EFFECTED               EFFECTED            
   12/31= ***                     1994                   1994                   THROUGH
               THROUGH FBSL
       
                                                                                TO FBSI
               1994                
                                                                                1994                                       
 
Overseas *                          .04                 0                         17.46               0                    
 
Equity Portfolio Growth **          35.0                   0                      49.2                   0                 
 
Global Resources *                  31.0                   0                      52.7                   0                 
 
Growth Opportunities *           38.1                   0                      50.1                   0                    
 
Strategic Opportunities ***         17.5                   0                      29.9                   0                 
 
Equity Income **                    35.1                   0                      45.6                   0                 
 
Income &    Growth *                15.1                   0                      20.7                   0                 
 
</TABLE>
 
   From time to time, the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.    
   Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR, investment decisions for each
fund are made independently from those of other funds managed by FMR or
accounts managed by FMR affiliates. It sometimes happens that the same
security is held in the portfolio of more than one of these funds or
accounts. Simultaneous transactions are inevitable when several funds and
accounts are managed by the same investment adviser, particularly when the
same security is suitable for the investment objective of more than one
fund or account.    
   When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable for
each fund. In some cases this system could have a detrimental effect on the
price or value of the security as far as each fund is concerned. In other
cases, however, the ability of the funds to participate in volume
transactions will produce better executions and prices for the funds. It is
the current opinion of the Trustees that the desirability of retaining FMR
as investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.    
VALUATION
   High Yield, Limited Term Bond, Short Fixed-Income, Government
Investment, High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt value securities and other assets for which
market quotations are readily available at market values determined by
their most recent bid prices (sales prices if the principal market is an
exchange) in the principal market in which such securities normally are
traded as furnished by recognized dealers in such securities or assets.
Futures contracts and options are valued on the basis of available market
quotations if available.     
   Securities of the above-mentioned funds may also be valued on the basis
of valuations furnished by a pricing service which utilizes both
dealer-supplied valuations and evaluations based on expert analysis of the
market data and other factors if such valuations are believed to reflect
more accurately the fair value of such securities. Use of a pricing service
has been approved by the Board of Trustees. There are a number of pricing
services available, and the Trustees, on the basis of an on-going
evaluation of these services, may use other pricing services or discontinue
the use of any pricing service in whole or in part. Securities and other
assets not valued by a pricing service or for which market quotations are
not readily available (including restricted securities, if any) are
appraised at their fair value in good faith under consistently applied
procedures established by and under the general supervision of the Board of
Trustees.    
   For High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt, valuations of portfolio securities furnished
by the pricing service employed by a 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 Trust and Fidelity Service Company under the general
supervision of the Trustees or officers acting on behalf of the Board of
Trustees.    
   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
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.    
   The portfolio securities of Emerging Markets Income and Strategic
Income, including ADRs, EDRs, and other forms of depository receipts, are
valued (i) by appraising the portfolio securities that are traded on the
NYSE at the closing bid price, or, if no closing bid price is available, at
the last traded bid price; or (ii) by appraising foreign securities as
nearly as possible in the manner described in clause (i) if such securities
are traded on any other U.S., Canadian, or foreign exchange, or, if not so
traded, on the basis of closing over-the-counter bid prices, if available.
The procedures set forth in (i) and (ii) above need not be used to
determine the value of securities owned by a fund 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
securities. Use of a pricing service has been approved by the Board of
Trustees. There are a number of pricing services available, and the
Trustees, on the basis of an on-going evaluation of these services, may use
other pricing services, or discontinue the use of any pricing service in
whole or in part.    
   If closing prices are unavailable, foreign securities will be valued at
the last traded bid price available prior to the time a fund's NAV is
determined. Foreign security prices are furnished by independent brokers or
quotation services which express the value of the securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price, as applicable, on the local currency and then
translates the values of foreign securities from their local currency into
U.S. dollars. Any changes in the value of forward contracts due to exchange
rate fluctuations and days to maturity are included in the calculation of
NAV. Foreign security prices that cannot be obtained by the independent
brokers or quotation services are priced individually by FSC using
dealer-supplied quotations. If an extraordinary event that is expected to
affect materially the value of a portfolio security 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. Short-term obligations that mature in 60 days or less
(from the date of purchase) 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 Board of Trustees.    
   Portfolio securities of Overseas, Growth Opportunities, Equity Portfolio
Growth, Global Resources, Equity Income, Strategic Opportunities, and
Income & Growth are valued by various methods depending on the primary
market or exchange on which they trade. Most equity securities for which
the primary market is the United States are valued at last sale price or,
if no sale has occurred, at the closing bid price. Most equity securities
for which the primary market is outside the United States are valued using
the official closing price or the last sale price in the principal market
in which they are traded. If the last sale price (on the local exchange) is
unavailable, the last evaluated quote or last bid price normally is used.
Short-term securities (securities having a maturity of one year or less)
are valued either at amortized cost or at original cost plus accrued
interest, both of which approximate current value. Convertible securities
and fixed-income securities are valued primarily by a pricing service that
uses a vendor security valuation matrix which incorporates both
dealer-supplied valuations and electronic data processing techniques. This
two-fold approach is believed to more accurately reflect fair value because
it takes into account appropriate factors such as institutional 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, exchange, or over-the counter prices. Use of pricing
services has been approved by the Board of Trustees. 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 Board of Trustees.    
   Generally, the valuation of portfolio securities and other assets held
by a fund is substantially completed each day at the close of the NYSE. The
values of any such securities or other assets held by a fund are determined
as of such time for the purpose of computing the fund's net asset
value.    
PERFORMANCE
   Class A and Class B shares may quote performance in various ways. All
performance information supplied by the funds in advertising is historical
and is not intended to indicate future returns. Share price, yield, and
total return fluctuate in response to market conditions and other factors,
and the value of shares when redeemed may be more or less than their
original cost.    
       YIELD CALCULATIONS.    Yields for a class are computed by dividing
the class's pro rata share of the applicable interest and dividend income,
if any, for a given 30-day or one-month period, net of expenses, by the
average number of shares of that class entitled to receive distributions
during the period, dividing this figure by the class's NAV or offering
price at the end of the period, and annualizing the result (assuming
compounding of income) in order to arrive at an annual percentage rate.
Yields do not reflect any contingent deferred sales charge. Income is
calculated for purposes of yield quotations in accordance with standardized
methods applicable to all stock and bond funds. Dividends from equity
investments are treated as if they were accrued on a daily basis, solely
for the purposes of yield calculations. In general, interest income is
reduced with respect to bonds trading at a premium over their par value by
subtracting a portion of the premium from income on a daily basis, and is
increased with respect to bonds trading at a discount by adding a portion
of the discount to daily income. For a fund's investments denominated in
foreign currencies, income and expenses are calculated first in their
respective currencies, and are then converted to U.S. dollars, either when
they are actually converted or at the end of the 30-day or one month
period, whichever is earlier. Capital gains and losses generally are
excluded from the calculation as are gains and losses from currency
exchange rate fluctuations. Income calculated for the purposes of
calculating a class's yield differs from income as determined for other
accounting purposes. Because of the different accounting methods used, and
because of the compounding of income assumed in yield calculations, a
class's yield may not equal its distribution rate, the income paid to your
account, or the income reported in the fund's financial statements.    
   In calculating a class's yield, a fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in order
to reflect the risk premium on that security. This practice will have the
effect of reducing a class's yield.    
   Yield information may be useful in reviewing a class's performance and
in providing a basis for comparison with other investment alternatives.
However, each class's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider. Investors should recognize that in periods of declining interest
rates, a class's yield will tend to be somewhat higher than prevailing
market rates, and in periods of rising interest rates, the class's yield
will tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a fund from the continuous sale of its shares
will likely be invested in instruments producing lower yields than the
balance of the fund's holdings, thereby reducing the class's current yield.
In periods of rising interest rates, the opposite can be expected to
occur.    
   Tax-equivalent yield is the rate an investor would have to earn from a
fully taxable investment after taxes to equal the class's tax-free yield.
Tax-equivalent yields are calculated by dividing a class's yield by the
result of one minus a stated federal or combined federal and state tax
rate. If any portion of a class's yield is tax-exempt, only that portion is
adjusted in the calculation.    
   The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1995. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from 2.00% to 8.00%. Of course, no
assurance can be given that a class will achieve any specific tax-exempt
yield. While the funds invests principally in obligations whose interest is
exempt from federal income tax, other income received by the funds may be
taxable.    
 
<TABLE>
<CAPTION>
<S>                                               <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>   
   1995 TAX RATES AND TAX-EQUIVALENT YIELDS                                                                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>   <C>               <C>                                         <C>   <C>   <C>   <C>   <C>       <C>       
                   Federal
          If individual tax-exempt yield is:                                                   
                   Income                                                                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>   <C>          <C>            <C>            <C>            <C>            <C>            <C>            <C>          
 
                   Tax          2.00%          3.00%          4.00%          5.00%          6.00%          7.00%          8.00%     
 
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>             <C>       <C>                                        <C>   <C>   <C>   <C>   <C>       <C>       
   Single Return   Joint Return*   Bracket   Then Taxable equivalent yield is:                                    
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>     <C>     <C>     <C>     <C>     <C>            <C>             <C>             
   $23,351 - $56,500    $36,001 - $94,250    28.0%   2.78%   4.17%   5.56%   6.94%   8.33%          9.72%           11.11%       
 
   $56,551 - $117,950   $94,251 - $143,600   31.0%   2.90%   4.35%   5.80%   7.25%   8.70%          10.14%          11.59%       
 
   $117,951 -           $143,601 -           36.0%   3.13%   4.69%   6.25%   7.81%   9.38%          10.94%          12.50%   

    
   $256,500                $256,500                                                                                    
 
   $256,501 -           $256,501             39.6%   3.31%   4.97%   6.62%   8.28%   9.93%          11.59%          13.25%       
 
</TABLE>
 
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
   A tax-free fund may invest a portion of its assets in obligations that
are subject to federal income tax. When the fund invests in these
obligations, its tax-equivalent yields will be lower. In the table above,
tax-equivalent yields are calculated assuming investments are 100%
federally tax-free.    
       TOTAL RETURN CALCULATIONS.    Total returns quoted in advertising
reflect all aspects of a fund's return, including the effect of reinvesting
dividends and capital gain distributions, and any change in the NAV over a
stated 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 total return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. For classes
less than one year old, average annual returns covering periods of less
than one year are calculated by determining a class's total return for the
period, extending that return for a full year (assuming that return remains
constant over the year), and quoting the result as an annual return. While
average annual 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 the 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, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may be quoted with or without taking the
maximum front-end or contingent deferred sales charge into account.
Excluding the sales charge from a total return calculation produces a
higher total return figure. Total returns, yield, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.    
       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 and reflects
all elements of its return. Unless otherwise indicated, adjusted NAVs are
not adjusted for sales charges, if any.    
       MOVING AVERAGES.    A growth or growth and income fund may
illustrate performance using moving averages. A long-term moving average is
the average of each week's adjusted closing NAV for a specified period. A
short-term moving average is the average of each day's adjusted closing NAV
for a specified period. Moving Average Activity Indicators combine adjusted
closing NAVs from the last business day of each week with moving averages
for a specified period to produce indicators showing when an NAV has
crossed, stayed above, or stayed below its moving average.     
   The 13-week and 39-week long-term moving averages are shown below:     
 
<TABLE>
<CAPTION>
<S>                                              <C>               <C>              <C>              
   Fund                                             As of             13-Week          39-Week       
 
   Overseas                                         10/28/94          $14.01           $13.88        
 
   Equity Portfolio Growth - Class A                11/25/94          28.83            28.55         
 
   Equity Portfolio Growth - Institutional          11/25/94          29.17            28.84         
 
   Global Resources                                 10/28/94          17.65            17.17         
 
   Growth Opportunities                             10/28/94          26.30            25.87         
 
   Strategic Opportunities - Initial                12/30/94          18.92            19.18         
 
   Strategic Opportunities - Class A                12/30/94          18.79            19.08         
 
   Strategic Opportunities - Class B                12/30/94          18.65            18.96         
 
   Equity Income - Class A                          11/25/94          16.24            15.65         
 
   Equity Income - Class B                          11/25/94          16.23            15.64         
 
   Equity Income - Institutional                    11/25/94          16.33            15.70         
 
   Income & Growth                                  10/28/94          14.77            14.84         
 
</TABLE>
 
       HISTORICAL BOND FUND RESULTS.    The following tables show yields,
tax-equivalent yields (for tax-free funds), and total returns for  1994
fiscal periods ended as indicated for each class of the following funds.
The tax-equivalent yield is based on a 31% federal income tax rate. Note
that each fund may invest in securities whose income is subject to the
federal alternative minimum tax.    
 
<TABLE>
<CAPTION>
<S>                           <C>                            <C>                        
   FISCAL PERIOD ENDED:                                                                 
 
   10/31 - *                  Average Annual Total Returns   Cumulative Total Returns   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>     <C>                          <C>    <C>     <C>            <C>    <C>     <C>            
11/30 - **            Tax-   E    quiva   -       One    Five    Ten Years/     One    Five    Ten Years/     
12/31 - ***   Yield          lent        Yield     Year   Years   Life of        Year   Years   Life of        
                                                                  fund   +                      fund   +       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                       
<C>      <C>           <C>               <C>               <C>               <C>              <C>                <C>                
   Emerging Markets        
8.71%    N/A            n/a               n/a               n/a               n/a              n/a                2.47%         
   Income-Class A***1                
 
   Emerging Markets        
8.19%    N/A            n/a               n/a               n/a               n/a              n/a                1.96%         
   Income-Class B***3                
 
   High Yield- Class A*1    
7.33%    N/A            -2.23%            15.75%            12.99%            2.64%            118.17%            173.14%       
 
   High Yield-Class B*3     
7.04%    N/A            -1.60%            16.66%            13.63%            2.14%            117.09%            171.80%       
 
   Strategic Income-       
7.67%    N/A            n/a               n/a               n/a               n/a              n/a                0.17%         
   Class A***1                       
 
   Strategic Income-       
6.81%    N/A            n/a               n/a               n/a               n/a              n/a                -0.06%        
   Class B***3                       
 
   Government                
    6.46%    N/A            -9.77%            5.73%            5.77%            -5.27%            38.71%            62.83%       
   Investment-Class A*1          
 
   Government                
    6.02%    N/A            -9.20%            6.53%            6.37%            -5.66%            38.13%            62.15%       
   Investment-Class B*3                                                                                                             
                                 
   Limited                       
    5.98%    N/A       -7.07%             6.59%            8.90%             -2.44%            44.42%            146.17%       
   Term Bond-Class A**1                   
 
   Limited                       
    5.47%    N/A       -6.59%             7.38%            9.37%             -2.91%            43.72%            144.98%       
   Term Bond-Class B**3                    
 
   Limited                       
    6.53%    N/A       -2.10%             7.86%            9.55%             -2.10%            46.01%            148.89%       
   Term Bond-Institutional                
   Class**                                
 
   Short-Fixed                   
    6.10%    N/A       -1.72%             6.82%           7.32%             -0.22%            41.17%            68.00%         
   Income-Class A*2                       
 
   High Income                   
    5.99%    8.68%     -10.49%            7.15%            8.56%             -6.03%            48.27%            88.65%        
   Municipal-Class A*1                     
 
   High Income                   
    5.30%    7.68%     -10.00%            7.95%            9.23%             -6.47%            47.57%            87.76%        
   Municipal-Class B*3                   
 
   Limited Term Tax-             
    4.97%    7.20%     -10.25%            4.05%            5.93%             -5.78%            28.03%            78.39%        
   Exempt-Class A**1     
 
   Limited Term Tax-             
    4.35%    6.30%     -9.74%             4.84%            6.44%             -6.15%            27.53%            77.69%        
   Exempt-Class B**3                      
 
   Limited Term Tax-             
    5.47%    7.93%     -5.43%             5.21%            6.57%             -5.43%            28.90%            79.59%        
   Exempt-Institutional                  
   Class**                                
 
   Short Intermediate             
    4.83%    7.00%     n/a                n/a              -1.74%            n/a               n/a               0.27%         
   Tax-Exempt-Class A**2                  
 
</TABLE>
 
   + Life of fund figures are from commencement of operations (March 10,
1994 for Emerging Markets Income; January 5, 1987 for High Yield; October
31, 1994 for Strategic Income; January 7, 1987 for Government Investment;
September 16, 1987 for Short Fixed-Income and High Income Municipal;
September 19, 1985 for Limited Term Tax-Exempt; and March 16, 1994 for
Short-Intermediate Tax-Exempt) to 1994 fiscal year end.    
   1 Average Annual Total Return figures include the effect of the class's
4.75% front-end sales charge.    
   2 Average Annual Total Return figures include the effect of the class's
1.50% front-end sales charge.    
   3 Average Annual Total Return figures include the effect of the class's
maximum 4.0% CDSC.    
   Note: If FMR had not reimbursed certain fund expenses during these
periods, the total returns for certain periods for Emerging Markets Income,
High Yield, Strategic Income, Government Investment, Limited Term Bond,
Short Fixed Income, High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt would have been lower. If Emerging Markets
Income Class A and Class B; Strategic Income - Class A and Class B; Limited
Term Bond - Class A and Class B; Government Investment - Class A and Class
B; Limited Term Tax-Exempt Class A, Class B, and Institutional Class; and
Short-Intermediate Tax Exempt - Class A had not been in reimbursement,
their yields and tax-equivalent yields (if applicable) would have been:
8.06% and 7.84%; 5.69% and 5.18%; 5.91% and 4.71%; 5.73% and 5.10%;
4.83%/7.00%, 3.64%/5.28%, and 5.36%/7.77%; and 4.04%/5.86%.    
       HISTORICAL EQUITY FUND RESULTS.    The following table shows the
total returns for 1994 fiscal periods ended as indicated for each class of
the following funds.    
 
<TABLE>
<CAPTION>
<S>                           <C>                                   <C>                               
   FISCAL PERIOD ENDED:                                                                               
 
   10/31 - *                     Average Annual Total Returns          Cumulative Total Returns       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                  <C>       <C>       <C>           <C>            <C>                  <C>           <C>            <C>         
        
   11/30 - **                       One          Five          Ten Years/          One          Five          Ten Years/       
   12/31 - ***                      Year         Years          Life of              Year          Years          Life of           
                                                                fund+                                             fund+             
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>                               <C>        <C>        <C>           <C>               <C>               <C>               
   Overseas Class-A*1             3.74%       n/a        7.50%             8.91%             n/a                45.67%        
 
   EPG-Class A**                  -3.24%      16.55%     19.14%            1.58%             125.75%            504.83%       
 
   EPG-Institutional Class            2.46%       18.10%     19.93%            2.46%             129.70%            515.42%       
 
   Global                            -0.97%      13.48%     14.86%            3.97%             97.54%             171.05%       
   Resources-Class A**1               
 
   Growth                            3.55%       15.15%     19.94%            8.71%             112.51%            272.05%       
   Opportunities-Class           
   A**1                          
 
   Strategic                         -11.58%     6.55%      13.88%            -7.17%            44.18%             285.19%       
   Opportunities-Class          
   A***1                        
 
   Strategic                         -10.79%     7.44%      14.43%            -7.22%            44.11%             285.00%       
   Opportunities-Class          
   B***2                                                    
 
   Strategic                         -10.80%     7.20%       14.38%            -6.35%            48.64%             302.39%       
   Opportunities-Initial            
   Class ***                                               
 
   Equity Income-Class                3.67%       9.10%      12.68%            8.84%             62.28%             246.39%       
   A**1                                                                                                                             
                                
 
   Equity Income-Class                4.77%       10.02%     13.22%            8.77%             62.17%             246.17%       
   B**2                                                                                                                             
                                
 
   Equity                             9.82%       10.56%     13.43%            9.82%             65.21%             252.65%       
   Income-Institutional         
   Class**                      
 
   Income &                           -7.31%      9.99%      11.34%            -2.69%            68.98%             143.26%       
   Growth-Class A*1                               
 
</TABLE>
 
   +        Life of fund figures are from commencement of operations (April
23, 1990 for Overseas; December 29, 1987 for Global Resources; November 18,
1987 for Growth Opportunities; and January 6, 1987 for Income &
Growth)    .
   1 Average Annual Total Return figures include the effect of the class's
4.75% front-end sales charge.    
   2        Average Annual     Total    R    eturn figures include the
effect of the class's maximum 4.0% CDSC.
   Note: If FMR had not reimbursed certain fund expenses during these
periods, the total returns for certain periods for Overseas, Global
Resources, Equity Income, and Growth Opportunities would have been lower.
    
       DOMESTIC FUND RETURNS   . The following tables show the income and
capital elements of the cumulative total return for each class of each
fund. The table compares each fund's return to the record of the Aggregate
Bond Index Portfolio (bond funds only), the S&P 500 (equity funds only),
the Dow Jones Industrial Average (DJIA) (equity funds only), and the cost
of living (measured by the Consumer Price Index (CPI) over the same period.
The CPI information is as of the month end closest to the initial
investment date for each fund. Returns for international bond funds may be
compared to the following indices: the J.P. Morgan Emerging Markets Bond
Index, a broad measure of bond performance in developing countries; the
Salomon Brothers World Government Bond Index, which measures the
performance of bonds issued by the U.S. and foreign governments; and the
Lehman Brothers 1-3 Year Government Bond Index, which measures the
performance of short-term U.S. government bonds. Returns for high yield
bond funds may be compared to the Merrill Lynch High Yield Master Index, an
unmanaged index of higher-yielding, lower quality corporate bonds.
Strategic Income Fund may compare itself to a customized composite index
equally comprised of the J.P. Morgan Global Index ex-U.S., a broad measure
of bond performance in foreign countries; the Merrill Lynch High Yield
Master, a broad measure of higher yielding bonds; and the Lehman Brothers
Government Treasury Long Term Index, a broad measure of long term U.S.
government bonds. The comparisons to the Aggregate Bond Index Portfolio
show a class's total return compared to the record of a broad average of
debt securities. The Aggregate Bond Index is a total return index measuring
both the capital price changes and the income underlying the universe of
securities weighted by market value outstanding, and, unlike a class's
returns, its returns do not include the effect of paying brokerage
commissions and other costs of investing. The S&P 500 and DJIA comparisons
are provided to show how each class'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, over the same period. Of course,
since bond funds invest in fixed-income securities, common stocks represent
a different type of investment from the fund. Common stocks generally offer
greater growth potential than mutual funds, but generally experience
greater price volatility, which means greater potential for loss. In
addition, common stocks generally provide lower income than a fixed-income
investment such as the funds. Each 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. Figures for the S&P
500 and DJIA are based on the prices of unmanaged groups of stocks and,
unlike the classes' returns, do not include the effect of paying brokerage
commissions or other costs of investing.     
   The following charts show the growth of a hypothetical $10,000
investment in each class, assuming all distributions were reinvested. This
was a period of fluctuating interest rates, bond prices, and stock prices
and the figures below should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in the class today. Tax consequences of different investments
have not been factored into the figures.    
       INSTITUTIONAL   /INITIAL     CLASS CHARTS.    Institutional and
Initial Class shares are sold to eligible investors without a sales charge
or a 12b-1 fee.    
       CLASS A CHARTS.    Class A shares are sold to eligible investors
with a maximum 4.75% (1.50% for Short Fixed-Income and Short-Intermediate
Tax-Exempt) front-end sales charge, which is reflected in the figures set
forth in the charts below. On September 10, 1992, a .65% (for equity funds)
or a .25% (for fixed-income funds, except Short Fixed-Income and
Short-Intermediate Tax-Exempt, which have a .15% 12b-1 fee) 12b-1 fee for
all Class A shares was imposed. The Class A 12b-1 fee is not reflected in
figures prior to that date. The initial offering of Class A shares for
Equity Portfolio Growth, Equity Income, Limited Term Tax-Exempt, and
Limited Term Bond was September 10, 1992. Prior to that date, the figures
for these funds reflect Institutional Class (Initial Class for Strategic
Opportunities) data, i.e., no sales charge or 12b-1 fee.    
       CLASS B CHARTS.    Class B shares are sold to eligible investors
with a 1.00% 12b-1 fee and may be subject to the contingent deferred sales
charge upon redemption (maximum 4.00%). The 1.00% 12b-1 fee is reflected in
figures for the period beginning on June 30, 1994, the initial offering
date of Class B shares. Prior to that date, the figures for Class B shares
reflect Class A and Institutional Class (Initial Class for Strategic
Opportunities) data, as applicable, for the particular fund, as described
above.    
EQUITY PORTFOLIO GROWTH    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>         <C>           <C>               <C>                <C>                <C>                <C>                
   1985    $ 13,155    $ 0              $ 0               $ 13,155           $ 12,899           $ 12,966           $ 10,351       
 
   1986     15,634      28               459               16,121             16,469             17,477             10,484        
 
   1987     11,767      31               1,564             13,362             15,699             17,258             10,959        
 
   1988     14,258      52               3,029             17,339             19,361             20,628             11,425        
 
   1989     20,545      611              4,364             25,520             25,333             27,398             11,956        
 
   1990     18,445      674              7,102             26,221             24,451             26,939             12,707        
 
   1991     28,800      1,052            11,089            40,941             29,428             31,509             13,086        
 
   1992     31,232      1,199            17,090            49,521             34,872             37,054             13,485        
 
   1993     34,992      1,512            20,207            56,711             38,394             42,501             13,846        
 
   1994     33,830      1,462            22,318            57,610             38,795             44,332             14,236        
 
</TABLE>
 
   * From month-end closest to initial investment date.    
EQUITY PORTFOLIO GROWTH    -     INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>          <C>              <C>               <C>                <C>                <C>                <C>                
   1985 $ 13,811         $ 0              $ 0               $ 13,811           $ 12,899           $ 12,966           $ 10,351       
 
   1986 16,413           29               482               16,924             16,469             17,477             10,484        
 
   1987 12,354           32               1,641             14,027             15,699             17,258             10,959        
 
   1988 14,969            55               3,180             18,204             19,361             20,628             11,425        
 
   1989 21,569            642              4,582             26,793             25,333             27,398             11,956        
 
   1990 19,365            707              7,456             27,528             24,451             26,939             12,707        
 
   1991 30,237            1,104            11,642            42,983             29,428             31,509             13,086        
 
   1992 32,839            1,261            17,970            52,070             34,872             37,054             13,485        
 
   1993 37,036            1,645            21,386            60,067             38,394             42,501             13,846        
 
   1994 35,990            1,822            23,731            61,543             38,795             44,332             14,236        
 
</TABLE>
 
   * From month-end closest to initial investment date.    
GLOBAL RESOURCES    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>             <C>            <C>              <C>                <C>                <C>                <C>                
   1988* $ 10,925           $ 0            $ 0              $ 10,925           $ 11,702           $ 11,395           $ 10,416       
 
   1989   12,002             0              1,068            13,070             14,791             14,557             10,884        
 
   1990   11,716             81             2,106            13,903             13,683             13,970             11,568        
 
   1991   13,440             93             3,081            16,614             18,268             18,172             11,906        
 
   1992   13,221             91             4,293            17,605             20,090             19,672             12,288        
 
   1993   16,754             116            7,961            24,831             23,093             23,104             12,626        
 
   1994 16,726             116            8,975            25,817             23,986             25,207             12,955        
 
</TABLE>
 
* From December 29, 1987 (commencement of operations).
** From month-end closest to initial investment date.
GROWTH OPPORTUNITIES    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>            <C>              <C>                <C>                <C>                <C>                
   1988* $ 13,592           $ 0            $ 0              $ 13,592           $ 11,872           $ 11,566           $ 10,416       
 
   1989  15,745             35             896              16,676             15,006             14,775             10,884        
 
   1990  12,373             71             1,721            14,165             13,882             14,179             11,568        
 
   1991  19,602             371            2,727            22,700             18,534             18,444             11,906        
 
   1992  20,136             499            4,810            25,445             20,383             19,966             12,288        
 
   1993  24,184             790            7,623            32,597             23,430             23,449             12,626        
 
   1994  25,356             925            9,157            35,438             24,336             25,585             12,955        
 
</TABLE>
 
* From November 18, 1987 (commencement of operations).
** From month-end closest to initial investment date.
STRATEGIC OPPORTUNITIES    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Dec. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>          <C>              <C>               <C>                <C>                <C>                <C>                
   1985 $ 11,799         $ 233            $ 1,079           $ 13,101           $ 13,175           $ 13,356           $ 10,380       
 
   1986 14,178           355              2,227             16,760             15,636             16,967             10,494        
 
   1987 11,388            535              3,776             15,699             16,459             17,889             10,959        
 
   1988 13,435            1,302            4,454             19,191             19,193             20,737             11,443        
 
   1989 17,327            2,375            5,745             25,447             25,274             27,323             11,975        
 
   1990 15,429            3,078            5,116             23,623             24,486             27,176             12,707        
 
   1991 16,172            4,106            8,796             29,074             31,951             33,791             13,096        
 
   1992 16,662            5,147            11,008            32,817             34,393             36,257             13,476        
 
   1993 18,193            6,361            14,969            39,523             37,859             42,418             13,846        
 
   1994 16,356            6,383            13,951            36,690             38,358             44,527             14,217        
 
</TABLE>
 
* From month-end closest to initial investment date.
STRATEGIC OPPORTUNITIES    -     CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Dec. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>          <C>              <C>               <C>                <C>                <C>                <C>                
   1985 $ 12,388         $ 234            $ 1,133           $ 13,755           $ 13,175           $ 13,356           $ 10,380       
 
   1986 14,885           372              2,338             17,595             15,636             16,967             10,494        
 
   1987 11,956           561              3,964             16,481             16,459             17,889             10,959        
 
   1988 14,105            1,367            4,677             20,149             19,193             20,737             11,443        
 
   1989 18,191            2,493            6,031             26,715             25,274             27,323             11,975        
 
   1990 16,198            3,231            5,371             24,800             24,486             27,176             12,707        
 
   1991 16,979            4,311            9,235             30,525             31,951             33,791             13,096        
 
   1992 17,493            5,403            11,557            34,453             34,393             36,257             13,476        
 
   1993 19,100            6,678            15,716            41,494             37,859             42,418             13,846        
 
   1994 17,052            6,899            14,549            38,500             38,358             44,527             14,217        
 
</TABLE>
 
* From month-end closest to initial investment date.
   STRATEGIC OPPORTUNITIES - INITIAL CLASS          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>             <C>         <C>                 <C>                    <C>            <C>          <C>           <C>               
                 Value of    Value of                                                                                               
 
                 Initial     Reinvested             Reinvested                                                       Cost          
 
   Period        $10,000     Dividend               Capital Gain           Total          S&P                        of            
 
   Ended Dec. 31 Investment  Distributions          Distributions          Value          500          DJIA          Living**       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>           <C>               <C>                <C>                <C>                <C>                
   1985    $ 11,799    $ 223            $ 1,079           $ 13,101           $ 13,175           $ 13,356           $ 10,380       
 
   1986     14,178      355              2,227             16,760             15,636             16,967             10,494        
 
   1987     11,467      547              3,788             15,802             16,459             17,889             10,959        
 
   1988     13,548      1,366            4,476             19,390             19,193             20,737             11,443        
 
   1989     17,388      2,652            5,744             25,784             25,274             27,323             11,975        
 
   1990     15,499      3,465            5,120             24,084             24,486             27,176             12,707        
 
   1991     16,260      4,673            8,858             29,791             31,951             33,791             13,096        
 
   1992     16,741      5,959            11,104            33,804             34,393             36,257             13,476        
 
   1993     18,324      7,425            15,179            40,928             37,859             42,418             13,846        
 
   1994     16,496      7,660            14,172            38,328             38,358             44,527             14,217        
 
</TABLE>
 
** From month-end closest to initial investment date.
EQUITY INCOME    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>         <C>               <C>              <C>                <C>                <C>                <C>                
   1985  $ 11,116    $ 777             $ 0              $ 11,893           $ 12,899           $ 12,966           $ 10,351       
 
   1986     12,595      1,711             380              14,686             16,469             17,477             10,484        
 
   1987     10,167      2,077             1,373            13,617             15,699             17,258             10,959        
 
   1988     10,325      3,242             3,725            17,292             19,361             20,628             11,425        
 
   1989     11,413      4,801             4,118            20,332             25,333             27,398             11,956        
 
   1990     8,855       4,848             3,598            17,301             24,451             26,939             12,707        
 
   1991     10,306      6,782             4,188            21,276             29,428             31,509             13,086        
 
   1992     11,962      8,862             4,860            25,684             34,872             37,054             13,485        
 
   1993     13,822      10,876            5,616            30,314             38,394             42,501             13,846        
 
   1994     14,846      12,116            6,032            32,994             38,795             44,332             14,236        
 
</TABLE>
 
** From month-end closest to initial investment date.
EQUITY INCOME    -     CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>          <C>               <C>              <C>                <C>                <C>                <C>                
   1985 $ 11,670     $ 816             $ 0              $ 12,486           $ 12,899           $ 12,966           $ 10,351       
 
   1986 13,223           1,797             398              15,418             16,469             17,477             10,484        
 
   1987 10,674            2,180             1,441            14,295             15,699             17,258             10,959        
 
   1988 10,840            3,403             3,911            18,154             19,361             20,628             11,425        
 
   1989 11,982            5,040             4,323            21,345             25,333             27,398             11,956        
 
   1990 9,297             5,090             3,777            18,164             24,451             26,939             12,707        
 
   1991 10,820            7,120             4,396            22,336             29,428             31,509             13,086        
 
   1992 12,559            9,304             5,103            26,966             34,872             37,054             13,485        
 
   1993 14,512            11,418            5,896            31,826             38,394             42,501             13,846        
 
   1994 15,566            12,725            6,325            34,616             38,795             44,332             14,236        
 
</TABLE>
 
*  From month-end closest to initial investment date.
EQUITY INCOME    -     INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>       
                Value of     Value of                                                       
 
                Initial      Reinvested      Reinvested                           Cost      
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value   500   DJIA   Living*   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>       <C>                <C>               <C>              <C>                <C>                <C>                <C>        
       
   1985   $ 11,670    $ 816             $ 0              $ 12,486           $ 12,899           $ 12,966           $ 10,351       
 
   1986    13,223      1,797             398              15,418             16,469             17,477             10,484        
 
   1987    10,674      2,180             1,441            14,295             15,699             17,258             10,959        
 
   1988    10,840      3,403             3,911            18,154             19,361             20,628             11,425        
 
   1989    11,982      5,040             4,323            21,345             25,333             27,398             11,956        
 
   1990    9,297       5,090             3,777            18,164             24,451             26,939             12,707        
 
   1991    10,820      7,120             4,396            22,336             29,428             31,509             13,086        
 
   1992    12,578      9,318             5,111            27,007             34,872             37,504             13,485        
 
   1993    14,580      11,608            5,924            32,112             38,394             42,501             13,846        
 
   1994    15,693      13,195            6,376            35,264             38,795             44,332             14,236        
 
</TABLE>
 
*  From month-end closest to initial investment date.
INCOME & GROWTH    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>   <C>    <C>        
                Value of     Value of                                                        
 
                Initial      Reinvested      Reinvested                           Cost       
 
Period          $10,000      Dividend        Capital Gain    Total   S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value   500   DJIA   Living**   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>            <C>              <C>              <C>               <C>                <C>                <C>                
   1987  $ 8,992           $ 161            $ 0              $ 9,153           $ 10,232           $ 10,358           $ 10,434       
 
   1988   10,544            774              0                11,318            11,747             11,572             10,878        
 
   1989   12,163            1,549            0                13,712            14,849             14,782             11,367        
 
   1990   9,916             2,328            488              12,732            13,736             14,187             12,081        
 
   1991   13,459            3,924            663              18,046            18,339             18,454             12,434        
 
   1992   13,726            4,641            1,532            19,899            20,169             19,977             12,833        
 
   1993   15,154            6,002            2,653            23,809            23,183             23,462             13,186        
 
   1994   13,973            6,056            3,141            23,170            24,080             25,598             13,529        
 
</TABLE>
 
* From January 6, 1987 (commencement of operations).
** From month-end closest to initial investment date.
HIGH YIELD    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                <C>        
                Value of     Value of                                                              
 
                Initial      Reinvested      Reinvested                 Aggregate       Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      Bond            of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value      Index+          Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>               <C>            <C>               <C>               <C>                
   1987*           $ 8,658           $ 790             $ 0            $ 9,448           $ 9,917           $ 10,434       
 
   1988             9,392             2,148             0              11,540            11,054            10,878        
 
   1989             8,544             3,381             0              11,925            12,369            11,367        
 
   1990             7,763             4,589             0              12,352            13,150            12,081        
 
   1991             9,639             7,613             0              17,252            15,229            12,434        
 
   1992             10,544            10,496            0              21,040            16,727            12,833        
 
   1993             11,440            13,420            488            25,348            18,712            13,186        
 
   1994             10,687            14,350            980            26,017            18,025            13,529        
 
</TABLE>
 
   * From January 5, 1987 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
HIGH YIELD    -     CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>        
                Value of     Value of                                                                
 
                Initial      Reinvested      Reinvested                                   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value      Bond Index+       Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>               <C>              <C>               <C>               <C>                
   1987*           $ 9,090           $ 829             $ 0              $ 9,919           $ 9,917           $ 10,434       
 
   1988             9,860             2,256             0                12,116            11,054            10,878        
 
   1989             8,970             3,550             0                12,520            12,369            11,367        
 
   1990             8,150             4,818             0                12,968            13,150            12,081        
 
   1991             10,120            7,992             0                18,112            15,229            12,434        
 
   1992             11,070            11,020            0                22,090            16,727            12,833        
 
   1993             12,010            14,089            512              26,611            18,712            13,186        
 
   1994             11,210            14,942            1,028            27,180            18,025            13,529        
 
</TABLE>
 
   * From January 5, 1987 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
   STRATEGIC INCOME - CLASS A          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>                <C>          <C>                    <C>                    <C>            <C>                  <C>               
                   Value of     Value of                                                                                         
 
                   Initial      Reinvested             Reinvested                                                 Cost           
 
   Period          $10,000      Dividend               Capital Gain           Total          Aggregate            of             
 
   Ended Dec. 31   Investment   Distributions          Distributions          Value          Bond Index+          Living**       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>            <C>           <C>               <C>                <C>                
   1994*       $ 9,449           $ 93           $ 0           $ 9,542           $ 10,047           $ 10,013       
 
</TABLE>
 
   * From October 31, 1994 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
   STRATEGIC INCOME - CLASS B          INDICES       
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>         <C>                    <C>                    <C>            <C>                  <C>               
                  Value of     Value of                                                                                         
 
                   Initial      Reinvested             Reinvested                                                 Cost           
 
   Period         $10,000      Dividend               Capital Gain           Total          Aggregate            of             
 
   Ended Dec. 31   Investment   Distributions          Distributions          Value          Bond Index+          Living**       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>            <C>           <C>               <C>                <C>                
   1994*           $ 9,910           $ 84           $ 0           $ 9,994           $ 10,047           $ 10,013       
 
</TABLE>
 
   * From October 31, 1994 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
   GOVERNMENT INVESTMENT -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                <C>        
                Value of     Value of                                                              
 
                Initial      Reinvested      Reinvested                                 Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate       of         
 
Ended Dec. 31   Investment   Distributions   Distributions   Value      Bond            Living**   
                                                                        Index+                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>              <C>            <C>               <C>                <C>                
   1987*           $ 8,763           $ 587            $ 0            $ 9,350           $ 10,133           $ 10,434       
 
   1988             8,820             1,403            0              10,223            10,932             10,878        
 
   1989             8,868             2,313            0              11,181            12,520             11,367        
 
   1990             8,715             3,190            0              11,905            13,642             12,081        
 
   1991             9,134             4,277            0              13,411            15,825             12,434        
 
   1992             9,268             5,281            0              14,549            16,996             12,833        
 
   1993             9,658             6,395            318            16,371            18,653             13,186        
 
   1994             8,534             6,472            503            15,509            18,109             13,529        
 
</TABLE>
 
   * From January 7, 1987 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
GOVERNMENT INVESTMENT    -     CLASS    B       INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>        
                Value of     Value of                                                                
 
                Initial      Reinvested      Reinvested                                   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value      Bond Index+       Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>              <C>            <C>               <C>               <C>                
   1987*           $ 9,200           $ 616            $ 0            $ 9,816           $ 9,917           $ 10,434       
 
   1988             9,260             1,473            0              10,733            11,054            10,878        
 
   1989             9,310             2,429            0              11,739            12,369            11,367        
 
   1990             9,150             3,349            0              12,499            13,150            12,081        
 
   1991             9,590             4,490            0              14,080            15,229            12,434        
 
   1992             9,730             5,545            0              15,275            16,727            12,833        
 
   1993             10,140            6,714            334            17,189            18,712            13,186        
 
   1994             8,950             6,737            528            16,215            18,025            13,529        
 
</TABLE>
 
   * From January 7, 1987 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
LIMITED TERM BOND    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>       
                Value of     Value of                                                               
 
                Initial      Reinvested      Reinvested                                   Cost      
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value      Bond Index+       Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>                <C>               <C>            <C>                <C>                <C>               
   1985           $ 10,089           $ 1,093           $ 0            $ 11,182           $ 13,436           $ 10351       
 
   1986            10,749             2,315             22             13,086             15,900             10,484       
 
   1987            9,802              3,257             260            13,319             16,180             10,959       
 
   1988            9,735              4,499             258            14,492             17,674             11,425       
 
   1989            9,955              6,016             264            16,235             20,211             11,956       
 
   1990            9,697              7,330             257            17,284             21,741             12,707       
 
   1991            10,089             9,235             268            19,592             24,875             13,086       
 
   1992            10,175             10,919            270            21,364             27,079             13,485       
 
   1993            10,653             13,098            283            24,034             30,029             13,846       
 
   1994            9,812              13,376            260            23,448             29,110             14,236       
 
</TABLE>
 
   * From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
LIMITED TERM BOND    -     CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>       
                Value of     Value of                                                               
 
                Initial      Reinvested      Reinvested                                   Cost      
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value      Bond Index+       Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>                <C>               <C>            <C>                <C>                <C>                
   1985           $ 10,592           $ 1,147           $ 0            $ 11,739           $ 13,436           $ 10,351       
 
   1986            11,285             2,431             24             13,740             15,900             10,484        
 
   1987            10,291             3,419             273            13,983             16,180             10,959        
 
   1988            10,221             4,723             271            15,215             17,674             11,425        
 
   1989            10,452             6,316             277            17,045             20,211             11,956        
 
   1990            10,181             7,696             270            18,147             21,741             12,707        
 
   1991            10,592             9,695             281            20,568             24,875             13,086        
 
   1992            10,683             11,463            283            22,429             27,079             13,485        
 
   1993            11,185             13,751            297            25,233             30,029             13,846        
 
   1994            10,291             13,934            273            24,498             29,110             14,236        
 
</TABLE>
 
   * From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
LIMITED TERM BOND    -     INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>       
                Value of     Value of                                                               
 
                Initial      Reinvested      Reinvested                                   Cost      
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of        
 
Ended Nov. 30   Investment   Distributions   Distributions   Value      Bond Index+       Living*   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>                <C>               <C>            <C>                <C>                <C>                
   1985           $ 10,592           $ 1,147           $ 0            $ 11,739           $ 13,436           $ 10,351       
 
   1986            11,285             2,431             24             13,710             15,900             10,484        
 
   1987            10,291             3,419             273            13,983             16,180             10,959        
 
   1988            10,221             4,723             271            15,215             17,674             11,425        
 
   1989            10,452             6,316             277            17,045             20,211             11,956        
 
   1990            10,181             7,696             270            18,147             21,741             12,707        
 
   1991            10,592             9,695             281            20,568             24,875             13,086        
 
   1992            10,683             11,498            283            22,464             27,079             13,485        
 
   1993            11,205             13,920            297            25,422             30,029             13,846        
 
   1994            10,311             14,304            273            24,888             29,110             14,236        
 
</TABLE>
 
   *  From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
SHORT FIXED-INCOME    - C    LASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>        
                Value of     Value of                                                                
 
                Initial      Reinvested      Reinvested                                   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value      Bond Index+       Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>              <C>           <C>                <C>                <C>                
   1987*           $ 9,909           $ 100            $ 0           $ 10,009           $ 10,356           $ 10,026       
 
   1988             9,791             974              0             10,765             11,543             10,452        
 
   1989             9,801             1,921            0             11,722             12,917             10,922        
 
   1990             9,476             2,902            0             12,378             13,732             11,609        
 
   1991             9,722             4,165            0             13,887             15,903             11,948        
 
   1992             9,801             5,397            0             15,198             17,467             12,330        
 
   1993             9,939             6,645            0             16,584             19,540             12,670        
 
   1994             9,338             7,211            0             16,549             18,823             13,000        
 
</TABLE>
 
   *  From September 16, 1987 (commencement of operations).    
   **  From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
HIGH INCOME MUNICIPAL    -     CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>        
                Value of     Value of                                                                
 
                Initial      Reinvested      Reinvested                                   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value      Bond Index+       Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>              <C>            <C>               <C>                <C>                
   1987*           $ 9,382           $ 87             $ 0            $ 9,469           $ 10,356           $ 10,026       
 
   1988             9,963             852              0              10,815            11,543             10,452        
 
   1989             10,306            1,759            54             12,119            12,917             10,922        
 
   1990             10,354            2,722            168            13,244            13,732             11,609        
 
   1991             10,868            3,903            330            15,101            15,903             11,948        
 
   1992             11,097            5,044            351            16,492            17,467             12,330        
 
   1993             12,116            6,577            429            19,122            19,540             12,670        
 
   1994             10,687            6,808            473            17,968            18,823             13,000        
 
</TABLE>
 
   *  From September 16, 1987 (commencement of operations).    
   **  From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
HIGH INCOME MUNICIPAL    -     CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>        
                Value of     Value of                                                                
 
                Initial      Reinvested      Reinvested                                   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value      Bond Index+       Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>              <C>            <C>               <C>                <C>                
   1987*           $ 9,850           $ 92             $ 0            $ 9,942           $ 10,356           $ 10,026       
 
   1988             10,460            895              0              11,355            11,543             10,452        
 
   1989             10,820            1,847            57             12,724            12,917             10,922        
 
   1990             10,870            2,858            176            13,904            13,732             11,609        
 
   1991             11,410            4,097            347            15,854            15,903             11,948        
 
   1992             11,650            5,296            368            17,314            17,467             12,330        
 
   1993             12,720            6,905            450            20,075            19,540             12,670        
 
   1994             11,210            7,069            496            18,775            18,823             13,000        
 
</TABLE>
 
   * From September 16, 1987 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
LIMITED TERM TAX-EXEMPT    -     CLASS A   INDICES   
 
 
 
 
<TABLE>
<CAPTION>
<S>               <C>        <C>                 <C>                    <C>            <C>                  <C>               
                  Value of   Value of                                                                                         
 
                  Initial    Reinvested             Reinvested                                                 Cost           
 
   Period         $10,000    Dividend               Capital Gain           Total          Aggregate            of             
 
   Ended Nov. 30 Investment  Distributions          Distributions          Value          Bond Index+          Living**       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>              <C>              <C>               <C>                <C>                
   1985*           $ 9,792           $ 126            $ 0              $ 9,918           $ 10,455           $ 10,065       
 
   1986             10,468            826              51               11,345            12,372             10,194        
 
   1987             9,887             1,451            117              11,455            12,590             10,656        
 
   1988             10,020            2,207            118              12,345            13,752             11,108        
 
   1989             10,106            3,046            119              13,271            15,726             11,625        
 
   1990             10,135            3,951            120              14,206            16,917             12,355        
 
   1991             10,287            4,955            122              15,364            19,356             12,724        
 
   1992             10,554            6,062            125              16,741            21,071             13,112        
 
   1993             9,963             6,581            1,489            18,033            23,366             13,463        
 
   1994             8,954             6,669            1,369            16,992            22,651             13,841        
 
</TABLE>
 
   *  From September 19, 1985 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
LIMITED TERM    TAX-EXEMPT        -     CLASS B   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>               
                Value of     Value of                                                                       
 
                Initial      Reinvested      Reinvested                                      Cost           
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate            of             
 
Ended Nov. 30   Investment   Distributions   Distributions   Value      Bond Index+          Living**       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>                <C>              <C>              <C>                <C>                <C>                
   1985*           $ 10,280           $ 132            $ 0              $ 10,412           $ 10,455           $ 10,065       
 
   1986             10,990             867              53               11,910             12,372             10,194        
 
   1987             10,380             1,524            123              12,027             12,590             10,656        
 
   1988             10,520             2,317            124              12,961             13,752             11,108        
 
   1989             10,610             3,198            125              13,933             15,726             11,625        
 
   1990             10,640             4,148            126              14,914             16,917             12,355        
 
   1991             10,800             5,202            128              16,130             19,356             12,724        
 
   1992             11,080             6,365            131              17,576             21,071             13,112        
 
   1993             10,460             6,909            1,564            18,933             23,366             13,463        
 
   1994             9,400              6,931            1,437            17,768             22,651             13,841        
 
</TABLE>
 
   * From September 19, 1985 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
LIMITED TERM TAX-EXEMPT-INSTITUTIONAL CLASS   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>                  <C>        
                Value of     Value of                                                                
 
                Initial      Reinvested      Reinvested                                   Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      Aggregate         of         
 
Ended Nov. 30   Investment   Distributions   Distributions   Value      Bond Index+       Living**   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>                <C>              <C>              <C>                <C>                <C>                
   1985*           $ 10,280           $ 132            $ 0              $ 10,412           $ 10,455           $ 10,065       
 
   1986             10,990             867              53               11,910             12,372             10,194        
 
   1987             10,380             1,524            123              12,027             12,590             10,656        
 
   1988             10,520             2,317            124              12,961             13,752             11,108        
 
   1989             10,610             3,198            125              13,933             15,726             11,625        
 
   1990             10,640             4,148            126              14,914             16,917             12,355        
 
   1991             10,800             5,202            128              16,130             19,356             12,724        
 
   1992             11,080             6,371            131              17,582             21,071             13,112        
 
   1993             10,460             6,967            1,564            18,991             23,366             13,463        
 
   1994             9,410              7,110            1,440            17,960             22,651             13,841        
 
</TABLE>
 
   * From September 19, 1985 (commencement of operations).    
   ** From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
SHORT-INTERMEDIATE TAX-EXEMPT    -     CLASS A   INDICES   
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>         <C>                    <C>                    <C>            <C>                  <C>               
                    Value of Value of                                                                                         
 
                    Initial Reinvested             Reinvested                                                 Cost           
 
   Period        $10,000    Dividend               Capital Gain           Total          Aggregate            of             
 
   Ended Nov. 30 Investment Distributions          Distributions          Value          Bond Index+          Living**       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>           <C>               <C>             <C>           <C>               <C>               <C>                
   1994           $ 9,623           $ 254           $ 0           $ 9,877           $ 9,926           $ 10,183       
 
</TABLE>
 
   *  From March 16, 1994 (commencement of operations).    
   **  From month-end closest to initial investment date.    
   + From month-end following initial investment date.    
   The yield for the S&P 500 for the year ended December 31, 1994 was
2.93%, calculated by dividing the dollar value of dividends paid by the S&P
500 stocks during the period by the average value of the S&P 500 on
December 31, 1994. The S&P yield is calculated differently from each
class's yield. For example, a class's yield calculation treats dividends as
accrued in anticipation of payment, rather than recording them when
paid.    
       INTERNATIONAL FUNDS.    The following tables show the income and
capital elements of the total return for each class of the following funds
from the date it commenced operations through the 1994 fiscal period, ended
as indicated. The classes may compare their total returns to the record of
the following Morgan Stanley Capital International indices: the World
Index; EAFE Index; the Europe Index; the Pacific Index, the Combined Far
East ex-Japan Free Index; and the Latin America Free Index. The EAFE Index
combines the Europe and Pacific indices. The addition of Canada, the United
States, and South African Gold Mines to the EAFE index compiles the World
Index which includes over 1400 companies. The Europe Index and Pacific
Index are subsets of the Morgan Stanley Capital International World Index,
which is also published by Morgan Stanley Capital International, S.A. The
Europe and Pacific Indices are weighted by the market value of each
country's stock exchange(s). The companies included in the indices change
only in the event of mergers, takeovers, failures and the like, and minor
adjustments may be made when Morgan Stanley Capital International, S.A.
reviews the companies covered as to suitability every three or four
years.    
 
<TABLE>
<CAPTION>
<S>                        <C>                                     <C>                                                     
Fund                       Comparative Index                       Description of Index                                    
 
   Overseas                Morgan Stanley Capital International    An unmanaged index of 900 foreign common                
                           Europe, Australia, Far East Index       stocks                                                  
                           (EAFE)                                                                                          
 
   Emerging Markets
          J.P. Morgan Emerging
                   An unmanaged index of fixed income securities        
   Income                     Market Bond Index                       from developing nations                              
 
</TABLE>
 
   Each table compares the returns for each class of the following funds to
the record of the S&P 500, the DJIA, a foreign stock market index as
described above, and the cost of living (measured by the Consumer Price
Index, or CPI) over the same period. The CPI information is as of the month
end closest to the initial investment date for each fund. The S&P 500 and
DJIA comparisons are provided to show how each class's total return
compared to the record of a broad range of U.S. common stocks and a
narrower set of stocks of major U.S. industrial companies, respectively,
over the same period. The funds have the ability to invest in securities
not included in the indices, and their investment portfolios may or may not
be similar in composition to the indices. The EAFE Index, Europe Index,
Pacific Index, Combined Far East Free Ex-Japan Index, TSE 300 Index, TOPIX
Index, S&P 500, and DJIA are based on the prices of unmanaged groups of
stocks and, unlike each class's returns, their returns do not include the
effect of paying brokerage commissions and other costs of investing.    
   The following charts show the growth of a hypothetical $10,000
investment in each class, assuming all distributions were reinvested. This
was a period of fluctuating interest rates, bond prices, and stock prices
and the figures below should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in the class today. Tax consequences of different investments
have not been factored into the figures.    
       CLASS A CHARTS.    Class A shares are sold to eligible investors
with a maximum 4.75% (1.50% for Short Fixed-Income and Short-Intermediate
Tax-Exempt) front-end sales charge, which is reflected in the figures set
forth in the charts below. On September 10, 1992, a 0.65% (for equity
funds) or a 0.25% (for fixed-income funds, except Short Fixed-Income and
Short-Intermediate Tax-Exempt, which have a 0.15% 12b-1 fee) 12b-1 fee for
all Class A shares was imposed. The Class A 12b-1 fee is not reflected in
figures prior to that date. The initial offering of Class A shares for
Equity Portfolio Growth, Equity Income, Limited Term Tax-Exempt, and
Limited Term Bond was September 10, 1992. Prior to that date, the figures
for these funds reflect Institutional Class data, i.e., no sales charge or
12b-1 fee.    
       CLASS B CHARTS.    Class B shares are sold to eligible investors
with a 1.00% 12b-1 fee and may be subject to the contingent deferred sales
charge (maximum 4.00%) applicable upon redemption. The 1.00% 12b-1 fee is
reflected in figures for the period beginning on June 30, 1994, the initial
offering date of Class B shares. Prior to that date, the figures for Class
B shares reflect Class A data for the particular fund, as described
above.    
OVERSEAS-CLASS A   INDICES   
 
 
<TABLE>
<CAPTION>
<S>             <C>          <C>             <C>             <C>     <C>            <C>   <C>    <C>        
                Value of     Value of                                                                       
 
                Initial      Reinvested      Reinvested                                          Cost       
 
Period          $10,000      Dividend        Capital Gain    Total      EAFE        S&P          of         
 
Ended Oct. 31   Investment   Distributions   Distributions   Value      Index       500   DJIA   Living**   
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>           <C>     <C>         <C>            <C>               <C>               <C>               <C>                
   1990* $ 9,096       $ 0         $ 0        $ 9,096          $ 9,968           $ 9,246          $ 9,246            $ 10,357       
 
   1991 9,315        77          0            9,392             10,661            12,344            12,027            10,659        
 
   1992 8,639        200         0            8,839             9,252             13,575            13,020            11,001        
 
   1993 12,316       424         0            12,740            12,717            15,604            15,291            11,303        
 
   1994 13,392       483         0            13,875            14,002            16,208            16,684            11,598        
 
</TABLE>
 
* From April 23, 1990 (commencement of operations).
** From month-end closest to initial investment date.
EMERGING MARKETS INCOME-CLASS A   INDICES   
 
 
 
 
<TABLE>
<CAPTION>
<S>              <C>          <C>                    <C>                    <C>            <C>                  <C>               
                 Value of     Value of                                                     J.P. Morgan                         
 
                 Initial      Reinvested             Reinvested                            Emerging             Cost           
 
   Period        $10,000      Dividend               Capital Gain           Total          Market Bond          of             
 
   Ended Dec.    Investment   Distributions          Distributions          Value          Index                Living**       
   31                                                                                                                               
        
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>               <C>             <C>             <C>               <C>               <C>                
   1994*           $ 9,068           $ 457           $ 235           $ 9,760           $ 9,989           $ 10,204       
 
</TABLE>
 
* From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.
EMERGING MARKETS INCOME-CLASS B   INDICES   
 
 
 
 
<TABLE>
<CAPTION>
<S>             <C>           <C>            <C>            <C>      <C>           <C>          <C>           <C>               
                                                                      J.P. Morgan                                             
 
                 Initial      Reinvested      Reinvested              Emerging                                 Cost           
 
   Period        $10,000      Dividend        Capital Gain    Total   Market Bond   S&P                        of             
 
   Ended Dec.    Investment   Distributions   Distributions   Value   Index         500       DJIA          Living**       
   31                               
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>         <C>        <C>      <C>      <C>            <C>               <C>                <C>                <C>                
   1994*    $ 9,520    $ 430    $ 246    $ 10,196           $ 9,989           $ 20,674           $ 10,178           $ 10,204       
 
</TABLE>
 
* From March 10, 1994 (commencement of operations).
** From month-end closest to initial investment date.
   The following table reflects the cost of the initial $10,000 investment
in each of the classes, plus the aggregate cost of reinvested dividends and
capital gain distributions, if any, from the fund's commencement of
operations to the end of its fiscal period in 1994. If no additional shares
of these funds had been acquired through the reinvestment of distributions,
the cash payments from these funds would have come to the amounts shown in
column (A) for capital gain distributions, and the amounts shown in column
(B) for income dividends. No adjustment has been made for a shareholder's
income tax liability on dividends and capital gain distributions.    
              (A)             (B)         
 
              CAPITAL GAIN    INCOME      
 
FUND   COST   DISTRIBUTIONS   DIVIDENDS   
 
 
<TABLE>
<CAPTION>
<S>                                      <C>              <C>              <C>            
Overseas-A                                  $24,857          $10,557          $581        
 
Equity Portfolio Growth-A                   25,863           11,083           772         
 
Equity Portfolio Growth-Institutional       16,456           5,229            76          
 
Global Resources-A                          16,797           5,296            514         
 
Growth Opportunities-A                      28,518           8,432            3,848       
 
Strategic Opportunities-A                   29,681           8,852            4,151       
 
Strategic Opportunities-B                   29,936           8,432            4,522       
 
   Strategic Opportunities-Initial          23,178           3,191            5,609       
 
Equity Income-A                             23,857           3,350            5,898       
 
Equity Income-B                             24,205           3,350            6,055       
 
Equity Income-Institutional                 18,033           2,105            4,086       
 
Income & Growth-A                           10,750           248              479         
 
Emerging Markets Income-A                   10,731           260              451         
 
Emerging Markets Income-B                   23,956           467              8,089       
 
High Yield-A                                25,541           490              8,447       
 
High Yield-B                                10,093           0                93          
 
Strategic Income-A                          10,084           0                84          
 
   Strategic Income-B                       17,342           333              5,038       
 
Government Investment-A                     17,657           350              5,261       
 
Government Investment-B                     23,973           230              8,552       
 
Limited Term Bond-A                         24,573           241              8,938       
 
Limited Term Bond-B                         24,933           241              9,089       
 
Limited Term Bond-Institutional             17,505           0                5,582       
 
Short Fixed-Income-A                        17,299           362              5,171       
 
High Income Municipal-A                     17,588           380              5,384       
 
High Income Municipal-B                     18,965           972              5,489       
 
Limited Term Tax-Exempt-A                   19,339           1,020            5,724       
 
Limited Term Tax-Exempt-B                   19,522           1,020            5,820       
 
Limited Term Tax-Exempt-Institutional       10,258           0                255         
 
Short-Intermediate Tax-Exempt-A             10,328           0                324         
 
</TABLE>
 
       INTERNATIONAL INDICES, MARKET CAPITALIZATION, AND NATIONAL STOCK
MARKET RETURN.    The following tables show the indexed market
capitalization of certain countries included in the Morgan Stanley Capital
International Indices (MSCI) database as of December 31, 1994 and the
performance of national stock markets as measured in U.S. dollars and in
local currency by the Morgan Stanley Capital International stock market
indices for the twelve months ended October 31, 1994. Of course, these
results are not indicative of future stock market performance or the
classes' performance. Market conditions during the periods measured
fluctuated widely. Brokerage commissions and other fees are not factored
into the values of the indices.    
       MARKET CAPITALIZATION.    Companies outside the United States now
make up nearly two-thirds of the world's stock market capitalization.
According to Morgan Stanley Capital International, the size of the markets
as measured in U.S. dollars grew from $2,011 billion in 1982 to $7,659
billion in 1994.The following table measures the indexed market
capitalization of certain countries according to the Morgan Stanley Capital
International Indices database. The value of the markets are measured in
billions of U.S. dollars as of December 31, 1994.    
   MSCI INDEX     MARKET CAPITALIZATION
Australia   $   125.10       Japan                $   2,145.70       
 
Austria        18.00         Netherlands             167.90          
 
Belgium        49.30         Norway                  19.90           
 
Canada         171.10        Singapore/Malaysia      175.00          
 
Denmark        35.30         Spain                   74.30           
 
France         265.60        Sweden                  76.10           
 
Germany        300.10        Switzerland             215.00          
 
Hong Kong      196.50        United Kingdom          731.00          
 
Italy          102.90        United States           2,784.70        
 
   The following table measures the total market capitalization of Latin
American countries according to the MSCI Index database. The value of the
markets is measured in billions of U.S. dollars as of December 31,
1994.    
   MSCI INDEX     MARKET CAPITALIZATION - LATIN AMERICA
   Argentina                    $ 23,742        
 
   Brazil                        95,841         
 
   Chile                         38,160         
 
   Colombia                      7,764          
 
   Mexico                        70,281         
 
   Venezuela                     3,328          
 
                                                
 
   Total Latin America          $ 239,116       
 
       NATIONAL STOCK MARKET PERFORMANCE.    Certain national stock markets
have outperformed the U.S. stock market. The first table below represents
the performance of national stock markets as measured in U.S. dollars by
the Morgan Stanley Capital International stock market indices for the
twelve months ended October 31, 1994. The second table shows the same
performance as measured in local currency. Each table measures total return
based on the period's change in price, dividends paid on stocks in the
index, and the effect of reinvesting dividends net of any applicable
foreign taxes. These are unmanaged indices composed of a sampling of
selected companies representing an approximation of the market structure of
the designated country.    
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN U.S. DOLLARS
 
<TABLE>
<CAPTION>
<S>                <C>               <C>                         <C>                     
   Australia            2.932%          Japan                         8.122%             
 
   Austria              -5.91           Netherlands                   14.089             
 
   Belgium              13.47           Norway                        15.120             
 
   Canada               1.173           Singapore/Malaysia            33.750/7.946       
 
   Denmark              7.285           Spain                         -1.426             
 
   France               2.592           Sweden                        19.165             
 
   Germany              8.752           Switzerland                   11.086             
 
   Hong Kong            2.047           United Kingdom                7.843              
 
   Italy                17.332          United States                 1.679              
 
</TABLE>
 
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN LOCAL CURRENCY
Australia     -2.2   3    2%   Japan                  -3.213%        
 
Austria       -15.340          Netherlands            2.517          
 
Belgium       -3.057           Norway                 3.208          
 
Canada        3.599            Singapore/Malaysia     23.794/7.963   
 
Denmark       -6.058           Spain                  -7.860         
 
France        -9.690           Sweden                 5.680          
 
Germany       -2.090           Switzerland            5.573          
 
Hong Kong     2.034            United Kingdom         -1.884         
 
Italy         11.405           United States          1.679          
 
   The following table shows the average annualized stock market returns as
of October 31, 1994.     
STOCK MARKET PERFORMANCE    MEASURED IN U.S. DOLLARS    
                  Five Years Ended               Ten Years Ended
 
<TABLE>
<CAPTION>
<S>       <C>                     <C>               <C>               <C>       
             Germany                   11.01%            18.19%                 
 
             Hong Kong                 31.98             30.82                  
 
             Japan                     -1.87             17.68                  
 
             Spain                     1.52              19.61                  
 
             United Kingdom            12.81             18.64                  
 
             United States             9.51              13.60                  
 
</TABLE>
 
   Performance may be compared to the performance of other mutual funds in
general, or to the performance of particular types of mutual funds. These
comparisons may be expressed as mutual fund rankings prepared by Lipper
Analytical Services, Inc. (Lipper), an independent service located in
Summit, New Jersey that monitors the performance of mutual funds. Lipper
generally ranks funds on the basis of total return, assuming reinvestment
of distributions, but does not take sales charges or redemption fees into
consideration, and is prepared without regard to tax consequences. Lipper
may also rank bond funds based on yield. In addition to mutual fund
rankings, performance may be compared to stock, bond, and money market
mutual fund performance indices prepared by Lipper or other organizations.
When comparing these indices, it is important to remember the risk and
return characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds may
offer greater stability of principal, but generally do not offer the higher
potential returns from stock mutual funds.    
   From time to time, performance may also be compared to other mutual
funds tracked by financial or business publications and periodicals. For
example, a class may quote Morningstar, Inc. in its advertising materials.
Morningstar, Inc. is a mutual fund rating service that rates mutual funds
on the basis of risk-adjusted performance. Rankings that compare the
performance of Fidelity funds to one another in appropriate categories over
specific periods of time may also be quoted in advertising.    
   A class may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For example,
a fund may offer greater liquidity or higher potential returns than CDs, a
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.    
   Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; Fidelity Asset Allocation Program materials,
including computerized investment planning software and a workbook
describing general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires designed
to help create a personal financial profile; worksheets used to assess
savings needs based on assumed rates of inflation and hypothetical rates of
return; and action plans offering investment alternatives. Materials may
also include discussions of Fidelity's asset allocation funds and other
Fidelity funds, products, and services.    
   Each fund may be advertised as part of certain asset allocation programs
involving other Fidelity mutual funds. These asset allocation programs may
advertise a model portfolio and its performance results.    
   Each fund may be advertised as part of a no transaction fee ("NTF")
program in which Fidelity and non-Fidelity mutual funds are offered. The
Fidelity Spectrum Program, an NTF program offered to institutional clients,
may include the funds and may advertise performance results.    
   Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.     
   Fidelity funds may use the performance of these capital markets in order
to demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the classes.
Performance comparisons may also be made to other compilations or indices
that may be developed and made available in the future.    
   Each class of a bond fund may compare its performance or the performance
of securities in which that bond fund may invest to averages published by
IBC USA (Publications), Inc. of Ashland, Massachusetts. These averages
assume reinvestment of distributions. The Bond fund Report
AverageS(trademark)/All Taxable (Strategic Income, Government Investment,
Limited Term Bond, High Yield, Short-Fixed Income) covers over 488 taxable
bond funds, The Bond fund Report AverageS(trademark)/Municipal (Limited
Term Tax-Exempt, High Income Municipal, Short-Intermediate Tax-Exempt)
covers over 433 tax-free bond funds. The averages are reported in the BOND
FUND REPORT(registered trademark). 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. A bond fund, however, invests in longer-term instruments and
its share price changes daily in response to a variety of factors.    
   A tax-free bond fund 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
principal. Although some individual municipal bonds might offer a higher
return, they do not offer the reduced risk of a mutual fund that invests in
many different securities. The initial investment requirements and sales
charges of many tax-free mutual funds are lower than the purchase cost of
individual municipal bonds, which are generally issued in $5,000
denominations and are subject to direct brokerage costs.    
       VOLATILITY.    Various measures of volatility and benchmark
correlation may be quoted in advertising. In addition, a fund may compare
these measures to those of other funds. Measures of volatility seek to
compare a class' historical share price fluctuations or total returns to
those of a benchmark. Measures of benchmark correlation indicate how valid
a comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.    
       MOMENTUM INDICATORS    indicate a class's price movements over
specific periods of time. Each point on the momentum indicator represents
the class's percentage change in price movements over that period. 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 class at periodic intervals, thereby
purchasing fewer shares when prices are high and more shares when prices
are low. While such a strategy does not assure a profit or guard against
loss in a declining market, the investor's average cost per share can be
lower than if fixed numbers of shares are purchased at the same intervals.
In evaluating such a plan, investors should consider their ability to
continue purchasing shares during periods of low price levels.    
   A class may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.    
   As of December 31, 1994, FMR advised over $25 billion in tax-free fund
assets, $55 billion in money market fund assets, $165 billion in equity
fund assets, and $19 billion in international fund assets. The funds may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The "equity funds
under management" figure represents the largest amount of equity fund
assets under management by a mutual fund investment adviser in the United
States, making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad, with over 90 employees in four foreign countries.    
   In addition to performance rankings, each class of each bond fund may
compare its total expense ratio to the average total expense ratio of
similar funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments because
of its effect on yield.     
   Each fund may present its fund numbers, Quotron numbers and CUSIP
numbers and discuss or quote its current portfolio manager.    
ADDITIONAL PURCHASE   , EXCHANGE,     AND REDEMPTION INFORMATION
   Pursuant to Rule 22d-1 under the 1940 Act, FDC exercises its right to
waive Class A's maximum 4.75% (1.50% for Short-Fixed Income and
Short-Intermediate Tax-Exempt) sales charge in connection with the fund's
merger with or acquisition of any investment company or trust. In addition,
FDC has chosen to waive Class A's sales charge in certain instances because
of efficiencies involved in those sales of shares. The sales charge will
not apply:    
   1. to shares purchased by a bank trust officer, registered
representative, or other employee (and their immediate families) of
Investment Professionals under special arrangements in connection with
FDC's sales activities;    
   2.. to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or 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. to shares purchased by a charitable organization (as defined in
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or
more;    
   4. to shares purchased for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code);    
   5. to shares purchased by a trust institution or bank trust department
investing on their own behalf or on the behalf of their clients;    
   6. to shares purchased by accounts to which a bank or broker-dealer
charges an asset management fee, provided the bank or broker-dealer has an
Agreement with Distributors;    
   7. to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs but
otherwise as defined in the Employee Retirement Income Security Act
(ERISA)) maintained by a U.S. employer and having more than 200 eligible
employees, or a minimum of $1,000,000 in plan assets invested in the assets
of which are held in a bona fide trust for the exclusive benefit of
employees participating therein;    
   8. to shares in a Fidelity IRA or Fidelity Advisor IRA account purchased
(including purchases by exchange) with the proceeds of a distribution from
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;    
   9. to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in ERISA)), which, in the
aggregate, have either more than 200 eligible employees or a minimum of $1,
000,000 in assets invested in Fidelity Advisor funds;     
   10. to shares purchased by any state, county, city, or government
instrumentality, department or authority or agency; or    
   11. to shares purchased with redemption proceeds from other mutual fund
complexes on which the investor has paid a front-end or contingent deferred
sales charge.    
       QUANTITY DISCOUNTS.    To obtain a reduction of the front-end sales
charge on Class A shares, you or your Investment Professional must notify
the transfer agent at the time of purchase whenever a quantity discount is
applicable to your purchase. Upon such notification, you will receive the
lowest applicable front-end sales charge.    
   For purposes of qualifying for a reduction in front-end sales charges
under the Combined Purchase, Rights of Accumulation or Letter of Intent
programs, the following may qualify as an individual or a "company" as
defined in Section 2(a)(8) of the 1940 Act: an individual, spouse, and
their children under age 21 purchasing for his, her, or their own account;
a trustee, administrator or other fiduciary purchasing for a single trust
estate or a single fiduciary account or for a single or a parent-subsidiary
group of "employee benefits plans" (as defined in Section 3(3) of ERISA);
and tax-exempt organizations as defined under Section 501(c)(3) of the
Internal Revenue Code.    
       RIGHTS OF ACCUMULATION    permit reduced front-end sales charges on
any future purchases of Class A shares after you have reached a new
breakpoint in a fund's sales charge schedule. The value of currently held
Fidelity Advisor Fund Class A and Class B shares, and Initial Class shares
and Class B shares of Daily Money Fund: U.S. Treasury Portfolio and shares
of Daily Money Fund: Money Market Portfolio and Daily Tax-Exempt Money Fund
acquired by exchange from any Fidelity Advisor fund, is determined at the
current day's NAV at the close of business, and is added to the amount of
your new purchase valued at the current offering price to determine your
reduced front-end sales charge.    
       LETTER OF INTENT.    You may obtain Class A shares at the same
reduced front-end sales charge by filing a non-binding Letter of Intent
(the Letter) within 90 days of the start of Class A purchases. Each Class A
investment you make after signing the Letter will be entitled to the
front-end sales charge applicable to the total investment indicated in the
Letter. For example, a $2,500 purchase of Class A shares toward a $50,000
Letter would receive the same reduced sales charge as if the $50,000
($1,000,000 for Advisor Short Fixed-Income fund or Advisor
Short-Intermediate Tax-Exempt fund) had been invested at one time. To
ensure that the reduced front-end sales charge will be received on future
purchases, you or your Investment Professional must inform the transfer
agent that the Letter is in effect each time Class A shares are purchased.
Neither income nor capital gain distributions taken in additional Class A
or Class B 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 Class
A shares held in escrow cannot be redeemed or exchanged until the Letter is
satisfied or the additional sales charges have been paid. You will earn
income dividends and capital gain distributions on escrowed Class A shares.
The escrow will be released when your purchase of the total amount has been
completed. You are not obligated to complete the Letter    
   If you purchase more than the amount specified in the Letter and qualify
for a future front-end sales charge reduction, the front-end sales charge
will be adjusted to reflect your total purchase at the end of 13 months.
Surplus funds will be applied to the purchase of additional Class A shares
at the then current offering price applicable to total purchase.    
   If you do not complete your purchase under the Letter within the
13-month period, 30 days' written notice will be provided for you to pay
the increased front-end sales charges due. Otherwise, sufficient escrowed
Class A shares will be redeemed to pay such charges.    
   Each fund is open for business and the NAV for each class is calculated
each day the NYSE is open for trading. The NYSE has designated the
following holiday closings for 1995: New Year's Day (observed),
Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. Although FMR expects the same
holiday schedule to be observed in the future, the NYSE may modify its
holiday schedule at any time. Each class's NAV is calculated as of the
close of the NYSE (normally 4:00 p.m. Eastern time). However, NAV may be
calculated earlier if trading on the NYSE is restricted or as permitted by
the SEC. To the extent that portfolio securities are traded in other
markets on days when the NYSE is closed, a class's NAV may be affected on
days when investors do not have access to the fund to purchase or redeem
shares. In addition, trading in some of a fund's portfolio securities may
not occur on days when the fund is open for business. Certain Fidelity
funds may follow different holiday closing schedules.    
   If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.    
   Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.    
   In the prospectus, each fund has notified shareholders that it reserves
the right at any time, without prior notice, to refuse exchange purchases
by any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.    
DISTRIBUTIONS AND TAXES
       DISTRIBUTIONS.    If you request to have distributions mailed to you
and the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, the Transfer Agent may reinvest your
distributions at the then-current NAV. All subsequent distributions will
then be reinvested until you provide Fidelity with alternate
instructions.    
       DIVIDENDS.    A portion of a fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that a fund's income is derived from qualifying dividends. Because a
fund may also earn other types of income, such as interest, income from
securities loans, non-qualifying dividends and short-term capital gains,
the percentage of dividends from the equity portfolios that qualify for the
deduction will generally be less than 100%. A fund will notify corporate
shareholders annually of the percentage of fund dividends which qualify for
the dividends received deduction. A portion of a fund's dividends derived
from certain U.S. Government obligations may be exempt from state and local
taxation. Gains (losses) attributable to foreign currency fluctuations are
generally taxable as ordinary income and therefore will increase (decrease)
dividend distributions. A fund will send each shareholder a notice in
January describing the tax status of dividends and capital gain
distributions for the prior year.    
   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 securities will be
considered tax-exempt for purposes of a fund's policies of investing so
that at least 80% of its income is free from federal income tax. Interest
from private activity securities is a tax preference item for the purpose
of determining whether a taxpayer is subject to the AMT and the amount of
AMT tax to be paid, if any. Private activity securities issued after August
7, 1986 to benefit a private or industrial user or to finance a private
facility are affected by this rule.    
       CAPITAL GAIN DISTRIBUTIONS.    Long-term capital gains earned by a
fund on the sale of securities and distributed to shareholders are
federally taxable as long-term capital gains regardless of the length of
time that shareholders have held their shares. If a shareholder receives a
long-term capital gain distribution on shares of a fund, and such shares
are held six months or less and are sold at a loss, the portion of the loss
equal to the amount of the 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 short-term capital gains distributed by a fund are federally
taxable to shareholders as dividends, not as capital gains. Distributions
from the 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 the purposes of a fund's policy of investing
so that at least 80% of its income is free from federal income tax.    
   As of December 31, 1994, Strategic Opportunities had a capital loss
carryover, available to offset future capital gains, of approximately
$1,141,000, which will expire on December 31, 2002.    
   As of October 31, 1994, Income & Growth had a capital loss carryover,
available to offset future capital gains, of approximately $18,212,000,
which will expire on October 31, 2002.    
   As of October 31, 1994, High Yield had a capital loss carryover,
available to offset future capital gains, of approximately $9,447,000,
which will expire on October 31, 2002.    
   As of October 31, 1994, Government Investment had a capital loss
carryover, available to offset future capital gains, of approximately
$4,569,000, which will expire on October 31, 2002.    
   As of November 30, 1994, Limited Term Bond had a capital loss carryover,
available to offset future capital gains, of approximately $6,852,000, of
which $5,673,000, $1,034,000, and $145,000 will expire on November 30,
1998, 1999, and 2002, respectively.    
   As of October 31, 1994, Short Fixed-Income had a capital loss carryover,
available to offset future capital gains, of approximately $18,238,000 of
which $1,000, $19,000, $128,000, $63,000, $286,000, $38,000, $336,000, and
$17,367,000 will expire between October 31, 1995 to October 31, 2002.    
   As of October 31, 1994, High Income Municipal had a capital loss
carryover, available to offset future capital gains, of approximately
$3,173,000, which will expire on October 31, 2002.    
   As of November 30, 1994, Limited Term Tax-Exempt had a capital loss
carryover, available to offset future capital gains, of approximately
$627,000, which will expire on November 30, 2002.    
   As of November 30, 1994, Short-Intermediate Tax-Exempt had a capital
loss carryover, available to offset future capital gains, of approximately
$8,000, which will expire on November 30, 2002.    
       FOREIGN TAXES   . Foreign governments may withhold taxes on
dividends and interest paid with respect to foreign securities. Foreign
governments may also impose taxes on other payments or gains with respect
to foreign securities. If, at the close of its fiscal year, more than 50%
of a fund's total assets are invested in securities of foreign issuers, the
fund may elect to pass through foreign taxes paid and thereby allow
shareholders to take a credit or deduction on their individual tax
returns.    
       STATE AND LOCAL TAXES   . For mutual funds organized as business
trusts, most states' laws provide for a pass-through of the state and local
income tax exemption afforded to direct owners of U.S. government
securities. Therefore, for residents of most states, the tax treatment of
your dividend distributions from the Fund will be the same as if you
directly owned your proportionate share of the Fund's portfolio securities.
Thus, because the income earned on most U.S. government securities in which
the fund invests is exempt from state and local income taxes in most
states, the portion of your dividends from the Fund attributable to these
securities will also be free from income taxes in those states. The
exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. government
securities.    
       TAX STATUS OF THE FUNDS   . Each 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, each
fund intends to distribute substantially all of its net investment income
and realized capital gains within each calendar year as well as on a fiscal
year basis. Each 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 a fund's gross income for each fiscal
year. Gains from some forward currency contracts, futures contracts, and
options are included in this 30% calculation, which may limit a fund's
investments in such instruments.    
   If a fund purchases shares in certain foreign investment entities,
called passive foreign investment companies (PFICs), it may be subject to
U.S. federal income tax on a portion of any excess distribution or gain
from the disposition of such shares. Interest charges may also be imposed
on the fund with respect to deferred taxes arising from such distributions
or gains.    
   Each fund is treated as a separate entity from the other funds in its
Trust, if any, for tax purposes.    
       OTHER TAX INFORMATION.    The information above is only a summary of
some of the tax consequences generally affecting a fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal income taxes, shareholders of a fund
may be subject to state and local taxes on distributions received from a
fund. Investors should consult their tax advisors to determine whether a
fund is suitable for their particular tax situation.    
FMR
   All of the stock of FMR is owned by FMR Corp., its parent company
organized in 1972. Through ownership of voting common stock and the
execution of a shareholders' voting agreement, Edward C. Johnson 3d,
Johnson family members, and various trusts for the benefit of the Johnson
family form a controlling group with respect to FMR Corp.    
   At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company (FIIOC), which
performs shareholder servicing functions for institutional customers and
funds sold through intermediaries; and Fidelity Investments Retail
Marketing Company, which provides marketing services to various companies
within the Fidelity organization.    
   Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades require pre-clearance, and participation in initial public
offerings is prohibited. In addition, restrictions on the timing of
personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.    
TRUSTEES AND OFFICERS
   The Board of Trustees and executive officers of the Trusts 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
Fund 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., 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., 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 a
consultant to Western Mining Corporation (1994). Prior to February 1994, he
was President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990).  Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production).  He is a Director of Sanifill Corporation (non-hazardous
waste, 1993) 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, P.O. Box 264, Bridgehampton, 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 is a member of 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, 3881-2 Lander Road, Chagrin Falls, 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., and RPM, Inc.
(manufacturer of chemical products, 1990).  In addition, he serves as a
Trustee of First Union Real Estate Investments, a Trustee  and member of
the Executive Committee of the Cleveland Clinic Foundation, a Trustee and 
member of the Executive Committee of University School (Cleveland), and a
Trustee of Cleveland Clinic Florida.    
   DONALD J. KIRK, One Harborside, 680 Steamboat Road, Greenwich, CT,
Trustee, is Executive-in-Residence (1995) at Columbia University Graduate
School of Business and a financial consultant.  From 1987 to January 1995,
Mr. Kirk was a Professor at Columbia University Graduate School of
Business.  Prior to 1987, he was Chairman of the Financial Accounting
Standards Board.  Mr. Kirk is a Director of General Re Corporation
(reinsurance) and Valuation Research Corp. (appraisals and valuations,
1993). In addition, he serves as Vice Chairman of the Board of Directors of
the National Arts Stabilization Fund, Vice Chairman of the Board of
Trustees of the Greenwich Hospital Association, and as a Member of the
Public Oversight Board of the American Institute of Certified Public
Accountants' SEC Practice Section (1995).    
   *PETER S. LYNCH, Trustee (1990) is Vice Chairman and Director of FMR
(1992).  Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp.  Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992).  He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction).  In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield 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, 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), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).     
   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). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is 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).    
   THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., 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), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).    
   WILLIAM J. HAYES, Vice President (1994), is Vice President of Fidelity's
equity funds; Senior Vice President of FMR; and Managing Director of FMR
Corp.    
   ROBERT A. LAWRENCE, Vice President (1994), is Vice President of
Fidelity's high income funds and Senior Vice President of FMR (1993). 
Prior to joining FMR, Mr. Lawrence was Managing Director of the High Yield
Department for Citicorp (1984-1991).    
   ARTHUR S. LORING, Secretary, is Senior Vice President (1993) and General
Counsel of FMR, Vice President-Legal of FMR Corp., and Vice President and
Clerk of FDC.    
   ROBERT H. MORRISON, Manager of Security Transactions of Fidelity's
equity funds, is Vice President of FMR.    
   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).    
   JOHN H. COSTELLO, Assistant Treasurer, is an employee of FMR.    
   LEONARD M. RUSH, Assistant Treasurer (1994), is an employee of FMR
(1994).  Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994); Chief Financial
Officer of Fidelity Brokerage Services, Inc. (1990-1993); and Vice
President, Assistant Controller, and Director of the Accounting Department
- - First Boston Corp. (1986-1990).    
   MARGARET L. EAGLE, is Vice President of High Yield and an employee of
FMR.    
   MICHAEL GRAY, is Vice President of Limited Term Bond (1989) and an
employee of FMR.    
   ROBERT HABER, is Vice President of Income & Growth (1989) and an
employee of FMR.    
   JOHN F. HALEY, JR., is Vice President of Limited Term Tax-Exempt and an
employee of FMR.    
   MALCOLM W. MacNAUGHT II, is Vice President of Global Resources (1991)
and an employee of FMR.    
   ROBERT STANSKY, is Vice President of Equity Portfolio Growth (1991) and
of other funds advised by FMR, and an employee of FMR.    
   GEORGE A. VANDERHEIDEN, is Vice President of Growth Opportunities (1990)
and an employee of FMR.    
   GUY E. WICKWIRE, is Vice President of High Income Municipal (1994) and
an employee of FMR.    
   The following table sets forth information describing the compensation
of each current non-interested trustee of each fund for his or her services
as trustee for the 1994 fiscal year ended as indicated.    
   COMPENSATION TABLE    
             Aggregate Compensation        
 
 
 
 
<TABLE>
<CAPTION>
<S>                      <C>         <C>        <C>        <C>         <C>       <C>         <C>       <C>        <C>               
   Fiscal Period Ended:   Ralph F.    Phyllis    Richard    E.          Donald   Gerald C.    Edward    Marvin    Thomas         
   10/31 - *                 Cox      Burke      J. Flynn   Bradley     J. Kirk  McDonough    H.        L. Mann   R.            
   11/30 - **                           Davis                  Jones                         Malone              Williams       
   12/31 - ***                                              
 
   Overseas*                $ 190       $ 187       $ 229       $ 185   $ 187       $ 191        $ 194   $ 287       $ 188          
 
   Equity Portfolio          473        460          569         462    467          473          479     474         469           
   Growth**                                                 
 
   Global Resources*         49         48           59          47     48           49           50      48          48            
 
   Growth                    1,467  1,446            1,766    1,432     1,448        1,480        1,501   1,447    1,453         
   Opportunities*                                          
 
   Strategic                 183        179          227         181     181         183          188     183         185           
   Opportunities***                                         
 
   Equity Income**           126        123          152         123     125         126          128     127         125           
 
   Income & Growth*          1,201  1,185            1,447   1,173       1,186    1,213           1,230    1,186 1,191         
 
   Emerging Markets          11         8            11          9       9            9           9        10        9             
   Income***+                                               
 
   High Yield*               296        292          356         288     292          299         303      292        292           
 
   Strategic                 3          2            3           3       2            2           3        2          3             
   Income***+                                               
 
   Government                43         42           52          42      42           43          44       42         42            
   Investment*                                              
 
   Limited Term              139         136         168         136     138          139         141      139        138           
   Bond**                                                   
 
   Short                    400         395          481         391     396          405         410      395        396           
   Fixed-Income*                                            
 
   High Income              275         271          330         268     271          278         281      271        271           
   Municipal*       
 
   Limited Term             34         33            41          33     33            34          34       34         33            
   Tax-Exempt**                                            
 
   Short-Intermediate        5         4             6           5       5            5           5         5         5             
   Tax-Exempt**+                                            
 
</TABLE>
 
   + Estimated    
 
<TABLE>
<CAPTION>
<S>                          <C>                        <C>                        <C>                     
                                Pension or                Estimated Annual           Total               
                                Retirement                 Benefits Upon              Compensation         
                                Benefits Accrued           Retirement from            from the Fund       
                                from the Fund              the Fund                   Complex*             
                                Complex*                   Complex*                                        
 
   Ralph F. Cox                 $ 5,200                    $ 52,000                   $ 125,000            
 
   Phyllis Burke Davis           5,200                      52,000                     122,000             
 
   Richard J. Flynn              0                          52,000                     154,500             
 
   E. Bradley Jones              5,200                      49,400                     123,500             
 
   Donald J. Kirk                5,200                      52,000                     125,000             
 
   Gerald C. McDonough           5,200                      52,000                     125,000             
 
   Edward H. Malone              5,200                      44,200                     128,000             
 
   Marvin L. Mann                5,200                      52,000                     125,000             
 
   Thomas R. Williams            5,200                      52,000                     126,500             
 
</TABLE>
 
   * Information is as December 31, 1994 for the 206 funds in the
complex.    
   Under a retirement program that was adopted in July 1988 Trustees, upon
reaching age 72, become eligible to participate in a retirement program
under which they receive payments during their lifetime from a fund based
on their basic trustee fees and length of service. The obligation of a fund
to make such payments are not secured or funded. Trustees become eligible
if, at the time of retirement, they have served on the Board for at least
five years. Currently, Messrs. Ralph S. Saul, William R. Spaulding, Bertram
H. Witham, and David L. Yunich, all former non-interested Trustees, receive
retirement benefits under the program    
   Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become 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. William R. Spaulding, Bertram H. Witham, and
David L. Yunich participate in the program.    
   On January 31, 1995 the trustees and officers owned in the aggregate
less than 1% of each fund's outstanding shares.    
MANAGEMENT    CONTRACT    
   Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the Trust or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities. In addition, FMR or its affiliates, subject to the supervision
of the Board of Trustees, provide the management and administrative
services necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization; supervising
relations with custodians, transfer and pricing agents, accountants,
underwriters and other persons dealing with each fund; preparing all
general shareholder communications and conducting shareholder relations;
maintaining each fund's records and the registration of each fund's shares
under federal and state laws; developing management and shareholder
services for each fund; and furnishing reports, evaluations, and analyses
on a variety of subjects to the Trustees.    
   In addition to the management fee payable to FMR and the fees payable,
as applicable, to State Street Bank and Trust Company (State Street),
transfer agent for Class A shares of taxable funds; FIIOC, transfer agent
for Class B shares of taxable funds; FSC, pricing and bookkeeping agent for
taxable funds; and United Missouri Bank, N.A. (UMB), transfer agent and
pricing and bookeeping agent for non-taxable funds; each fund pays all of
its expenses, without limitation, that are not assumed by those parties.
Each fund pays for the typesetting, printing, and mailing of its proxy
materials to shareholders, legal expenses, and the fees of the custodian,
auditor and non-interested Trustees. Although each fund's current
management contract provides that each fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices and reports to shareholders, the Trust, on behalf of each fund has
entered into a revised transfer agent agreement, pursuant to which the
transfer agent bears the costs of providing these services to existing
shareholders. Other expenses paid by each fund include interest, taxes,
brokerage commissions, each fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws. Each fund is
also liable for such non-recurring expenses as may arise, including costs
of any litigation to which each fund may be a party, and any obligation it
may have to indemnify its officers and Trustees with respect to
litigation.    
   State Street is transfer and shareholders' servicing agent for Class A
shares of the taxable funds. FIIOC is transfer and shareholders' servicing
agent for Class B shares of the Taxable Funds. UMB is the transfer and
shareholders' servicing agent for Class A and Class B shares of the
tax-free funds. On behalf of Class A shares of the Tax-Free Funds, UMB has
entered into sub-arrangements with State Street pursuant to which State
Street performs as transfer and shareholders' servicing agent. State Street
has further delegated certain transfer and shareholders' services for Class
A shares of the Tax-Free Funds to FIIOC. On behalf of Class B shares of
tax-free funds, UMB has entered into sub-arrangements with FIIOC pursuant
to which FIIOC performs as transfer and shareholders' servicing agent. For
every account, Class A and Class B of each fund pay an annual fee and an
asset based fee based on account size. The asset-based fees of the equity
and growth and income funds are subject to adjustment if the year-to-date
total return of the Standard & Poor's Composite Index of 500 Stocks is
greater than positive or negative 15%.    
   For accounts that State Street maintains on behalf of UMB, State Street
receives all such fees. For accounts that FIIOC maintains on behalf of UMB
or State Street, FIIOC receives all such fees. For accounts for which FIIOC
provides limited services, FIIOC receives a portion of related account fees
and asset-based fees, less applicable charges and expenses of State Street
for account maintenance and transactions.    
   State Street and FIIOC, as applicable, pay out-of-pocket expenses
associated with providing transfer agent services. In addition, FIIOC bears
the expense of typesetting, printing, and mailing prospectuses, statements
of additional information, and all other reports, notices, and statements
to shareholders, with the exception of proxy statements.     
   FSC performs the calculations necessary to determine NAV and dividends
for Class A and Class B of each taxable fund, maintains each taxable fund's
accounting records and administers each taxable fund's securities lending
program. UMB has sub-arrangements with FSC pursuant to which FSC performs
the calculations necessary to determine the NAV and dividends for the Class
A and Class B of each tax-free fund, and maintains the accounting records
for each tax-free funds. The fee rates for pricing and bookkeeping services
are based on each fund's average net assets, specifically, 0.06% for the
first $500 million of average net assets and 0.03% 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. Pricing and bookkeeping fees, including
related out-of-pocket expenses, paid by the funds for the past three fiscal
years were as follows:    
 
<TABLE>
<CAPTION>
<S>                                                   <C>                <C>                <C>                
   FUND                                                  1994               1993               1992            
 
   Overseas                                              $ 251,241          $ 57,711           $ 48,617        
 
   Equity Portfolio Growth                               $ 461,039          $ 234,813          $ 79,601        
 
   Global Resources                                      $ 73,164           $ 45,425           $ 46,390        
 
   Growth Opportunities                                  $ 758,343          $ 513,950          $ 236,689       
 
   Strategic Opportunities (10/1/94 - 12/31/94)          $ 61,356           $ 145,494          $ 129,183       
 
   Strategic Opportunities (10/1/93 - 9/30/94)           $ 215,648          $   N/A            $   N/A         
 
   Equity Income                                         $ 168,364          $ 113,026          $ 91,899        
 
   Income & Growth                                       $ 750,743          $ 410,561          $ 148,775       
 
   Emerging Markets Income                               $ 36,412*          $   N/A            $   N/A         
 
   High Yield                                            $ 223,567          $ 121,204          $ 46,036        
 
   Strategic Income                                      $ 7,500*           $   N/A            $   N/A         
 
   Government Investment                                 $ 46,218           $ 46,457           $ 45,676        
 
   Limited Term Bond                                     $ 118,125          $ 81,106           $ 97,683        
 
   Short Fixed-Income                                    $ 264,455          $ 143,813          $ 47,624        
 
   High Income Municipal                                 $ 220,222          $ 157,559          $ 65,541        
 
   Limited Term Tax-Exempt                               $ 48,062           $ 45,724           $ 59,094        
 
   Short-Intermediate Tax-Exempt                         $ 31,953*          $   N/A            $   N/A         
 
</TABLE>
 
   * Emerging Markets Income, Strategic Income, and Short Intermediate
Tax-Exempt commenced operations on March 10, 1994, October 31, 1994, and
March 16, 1994, respectively.    
   FSC also receives fees for administering Limited Term Bond's securities
lending program. Securities lending fees are based on the number and
duration of individual securities loans. For the fiscal years ended 1994,
1993, and 1992, Limited Term Bond incurred securities lending fees of $0,
$0, and $25, respectively.     
   For the tax-free funds, the transfer agent fees and charges, and pricing
and bookkeeping fees described above are paid to FIIOC and FSC,
respectively, by UMB, which is entitled to reimbursement from the fund for
these expenses.    
   FMR is each fund's manager pursuant to management contracts approved by
shareholders on the dates shown in the table below. The management fee paid
to FMR is reduced by an amount equal to the fees and expenses of the
non-interested Trustees.    
   Fund        Date of Management Contract Date of Shareholder Approval
Overseas    1/1/93    12/1/92
Equity Portfolio Growth   12/1/90    11/14/90
Global Resources    12/30/88    11/16/94
Growth Opportunities   1   /1/95        1   2/14/94    
Strategic Opportunities   11/29/90    12/19/90
Equity Income    8/1/86       7/23/86    
Income & Growth   1/1/95    12/14/94
Emerging Markets Income   1/20/94    2/10/94
High Yield    1/1/95    12/1   4    /94
Strategic Income    9/16/94       10/14/94    
Government Investment   12/30/88    10/18/88
Limited Term Bond   1/1   /    95    12/14/94
Short Fixed Income      12/30/80    10/18/88    
High Income Municipal   12/30/88    10/18/88
Limited Term Tax-Exempt   1/29/89       11/16/88    
Short-Intermediate Tax-Exempt  1/21/94    2/10/94
   For the services of FMR under the contract, Equity Income pays FMR a
monthly management fee at the annual rate of .50% of its average net assets
throughout the month. For the fiscal years ended November 30, 1994, 1993,
and 1992, FMR received $1,392,206, $933,830 and $736,344, respectively,
after reduction of fees and expenses of the non-interested Trustees.    
   For the services of FMR under the contract, Equity Portfolio Growth,
Global Resources, Income & Growth, Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Limited Term Bond, Short
Fixed-Income, High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt each pay FMR a monthly management fee
composed of a basic fee.    
   For the services of FMR under the contract, Overseas, Growth
Opportunities, and Strategic Opportunities pay FMR a monthly management fee
composed of the sum of two elements: a basic fee and a performance
adjustment based on a comparison of Overseas, Growth Opportunities, and
Strategic Opportunities' performance to that of the S&P 500, EAFE, and the
S&P 500, respectively.    
   COMPUTING THE BASIC FEE. Overseas, Equity Portfolio Growth, Global
Resources, Growth Opportunities, Strategic Opportunities, Income & Growth,
Emerging Markets Income, High Yield, Strategic Income, Government
Investment, Limited Term Bond, Short Fixed Income, High Income Municipal ,
Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt's basic fee
rates are composed 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 below on the left. Also shown below on the right is
the effective annual group fee rate schedule which is the result of
cumulatively applying the annualized rates at varying asset levels. For
example, the effective annual fee rate at $273 billion of group net assets
- - the approximate level for October 31, 1994 - was 0.3191% for equity funds
and 0.1561% for fixed income funds, which is the weighted average of the
respective fee rates for each level of group net assets up to that level.
The effective annual fee rate at $274 billion of group net assets - the
approximate level for November 30, 1994 - was 0.3190% for equity funds and
0.1560% for fixed income funds. The effective annual fee rate at $271
billion of group net assets - the approximate level for December 31, 1994 -
was 0.3193% for equity funds and 0.1563% for fixed income funds.    
FIXED-INCOME FUNDS
   The following fee schedule is the current fee schedule for all
fixed-income funds.    
  GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES   
 
Average Group     Annualized   Group Net        Effective Annual Fee   
Assets            Rate         Assets           Rate                   
 
0 - $ 3 billion   .3700%        $ 0.5 billion   .3700%                 
 
3 -   6           .3400         25              .2664                  
 
6 -   9           .3100         50              .2188                  
 
9 -  12           .2800         75              .1986                  
 
12 -  15          .2500         100             .1869                  
 
15 -  18          .2200         125             .1793                  
 
18 -  21          .2000         150             .1736                  
 
21 -  24          .1900         175             .1690                  
 
24 -  30          .1800         200             .1652                  
 
30 -  36          .1750         225             .1618                  
 
36 -  42          .1700         250             .1587                  
 
42 -  48          .1650         275             .1560                  
 
48 -  66          .1600         300             .1536                  
 
66 -  84          .1550         325             .1514                  
 
84 - 120          .1500         350             .1494                  
 
120 - 156         .1450         375             .1476                  
 
156 - 192         .1400         400             .1459                  
 
192 - 228         .1350                                                
 
228 - 264         .1300                                                
 
264 - 300         .1275                                                
 
300 - 336         .1250                                                
 
336 - 372         .1225                                                
 
       Over 372   .1200                                                
 
   This fee schedule was approved by shareholders of all fixed-income funds
except Limited Term Tax-Exempt Fund. (See chart indicating Date of
Management Contract and Shareholder Approval.)    
   Under Limited Term Tax-Exempt Fund's current management contract, the
group fee rate is based on a schedule with breakpoints ending at .1400% for
average group net assets in excess of $174 billion. The following Fee
schedule is the fee schedule which was in effect through August 1, 1994,
and was either approved by shareholders or voluntarily adopted by FMR.
Group fee rate breakpoints shown for average group net assets in excess of
$120 billion and under $228 billion were voluntarily adopted by FMR, and
went into effect on January 1, 1992. Additional breakpoints for average
group net assets in excess of $228 billion were voluntarily adopted by FMR
on November 1, 1993.    
   On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints.    
   Each revised group fee rate schedule provides for lower management fee
rates as FMR's assets under management increase.    
  GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES   
 
Average Group     Annualized   Group Net        Effective Annual    
Assets            Rate         Assets           Fee Rate            
 
0 - $ 3 billion   .3700%        $ 0.5 billion   .3700%              
 
3 -   6           .3400         25              .2664               
 
6 -   9           .3100         50              .2188               
 
9 -  12           .2800         75              .1986               
 
12 -  15          .2500         100             .1869               
 
15 -  18          .2200         125             .1793               
 
18 -  21          .2000         150             .1736               
 
21 -  24          .1900         175             .1695               
 
24 -  30          .1800         200             .1658               
 
30 -  36          .1750         225             .1629               
 
36 -  42          .1700         250             .1604               
 
42 -  48          .1650         275             .1583               
 
48 -  66          .1600         300             .1565               
 
66 -  84          .1550         325             .1548               
 
84 -  120         .1500         350             .1533               
 
120 -  174        .1450         400             .1507               
 
174 -  228        .1400                                             
 
228 -  282        .1375                                             
 
282 -  336        .1350                                             
 
       Over 336   .1325                                             
 
   EQUITY FUNDS    
   The following fee schedule is the current fee schedule for all equity
funds (except Equity Income, see above).    
  GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual Fee   
Assets          Rate         Assets      Rate                   
 
0 - $ 3 billion   .5200%    $ 0.5 billion   .5200%   
 
3 -   6           .4900     25              .4238    
 
6 -  9            .4600     50              .3823    
 
9 -  12           .4300     75              .3626    
 
12 -  15          .4000     100             .3512    
 
15 -  18          .3850     125             .3430    
 
18 -  21          .3700     150             .3371    
 
21 -  24          .3600     175             .3325    
 
24 -  30          .3500     200             .3284    
 
30 -  36          .3450     225             .3249    
 
36 -  42          .3400     250             .3219    
 
42 -  48          .3350     275             .3190    
 
48 -  66          .3250     300             .3163    
 
66 -  84          .3200     325             .3137    
 
84 -  102         .3150     350             .3113    
 
102 -  138        .3100     375             .3090    
 
138 -  174        .3050     400             .3067    
 
174 -  210        .3000                              
 
210 -  246        .2950                              
 
246 -  282        .2900                              
 
282 -  318        .2850                              
 
318 -  354        .2800                              
 
354 -  390        .2750                              
 
       Over 390   .2700                              
 
   This fee schedule was approved by shareholders of all equity funds
except Overseas, Equity Portfolio Growth, Strategic Opportunities, and
Equity Income (see chart indicating date of management contract and date of
shareholder approval.)    
   Under Overseas, Equity Portfolio Growth, and Strategic Opportunities'
current management contract, the group fee rate is based on a schedule with
breakpoints ending at .3000% for average group net assets in excess of $174
billion.    
   The following fee schedule is the fee schedule which was in effect
through August 1, 1994, and was either approved by shareholders or
voluntarily adopted by FMR.    
   Group fee rate breakpoints shown for average group net assets in excess
of $138 billion and under $228 billion were voluntarily adopted by FMR, and
went into effect on January 1, 1992. Additional breakpoints for average
group net assets in excess of $228 billion were voluntarily adopted by FMR
on November 1, 1993.    
   On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints.    
   Each revised group fee rate schedule provides for lower management fee
rates as FMR's assets under management increase.    
  GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES   
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate          Assets     Fee Rate           
 
0 - $ 3 billion   .5200%    $ 0.5 billion   .5200%   
 
3 -   6           .4900     25              .4238    
 
6 -  9            .4600     50              .3823    
 
9 -  12           .4300     75              .3626    
 
12 -  15          .4000     100             .3512    
 
15 -  18          .3850     125             .3430    
 
18 -  21          .3700     150             .3371    
 
21 -  24          .3600     175             .3325    
 
24 -  30          .3500     200             .3284    
 
30 -  36          .3450     225             .3253    
 
36 -  42          .3400     250             .3223    
 
42 -  48          .3350     275             .3198    
 
48 -  66          .3250     300             .3175    
 
66 -  84          .3200     325             .3153    
 
84 -  102         .3150     350             .3133    
 
102 -  138        .3100                              
 
138 -  174        .3050                              
 
174 -  228        .3000                              
 
228 -  282        .2950                              
 
282 -  336        .2900                              
 
       Over 336   .2850                              
 
    Based on the average group net assets of the funds advised by FMR for
December 1994, the annual basic fee rate would be calculated as
follows:    
 Group Fee Rate Individual Fund Fee Rate  Basic Fee Rate
Overseas
    .3193    % + .45% =    .7693    %
Equity Portfolio Growth
    .3193    % + .   30    %   *     =    .6193    %
Global Resources
    .3193    % + .45% = .   7693    %
Growth Opportunities
    .3193    % + .   30    % = .   6193    %
Strategic Opportunities
    .3193    % + .   30    % =    .6193    %
Income & Growth
    .3193    % + .   20    % = .   5193    %
    Group Fee Rate Individual Fund Fee Rate  Basic Fee Rate    
Emerging Markets Income
    .1563    % + .   55    % = .   7063    %
High Yield
    .1563    % + .45% =    .6063    %
Strategic Income
    .1563    % + .45% =    .6063    %
Government Investment
    .1563    % + .   30    % = .   4563    %
Limited Term Bond
    .1563% + .30%** = .4563%    
Short Fixed   -Income    
    .1563    % + .   30    % = .   4563    %
High Income Municipal
    .1563    % + .   25    % = .   4063    %
Limited Term Tax-Exempt
    .1563    % + .   25    % = .   4063    %
Short-Intermediate Tax-Exempt
    .1563    % + .   25    % = .   4063    %       
   * Effective August 1, 1994, FMR voluntarily agreed to reduce the
individual fund fee rate from 0.33% to 0.30%. If this reduction were not in
effect during fiscal 1994, the total management fee would have been
0.65%.    
   ** On December 14, 1994, shareholders of the fund approved an increase
for the individual fund fee rate from 0.25% to 0.30% effective February 24,
1995. If this increase were in effect during fiscal 1994, the total fee
would have been 0.46%.    
   One-twelfth of this annual basic fee rate is applied to each fund's net
assets averaged for the most recent month, giving a dollar amount, which is
the fee for that month.    
       COMPUTING THE PERFORMANCE ADJUSTMENT.    The basic fee is subject to
upward or downward adjustment, depending upon whether, and to what extent,
Strategic Opportunities, Overseas, and Growth Opportunities' investment
performance for the performance period exceeds, or is exceeded by, the
record of the S&P 500, EAFE, and S&P 500, respectively (the Indices) over
the same period. Starting with the twelfth month, the performance
adjustment takes effect. Each month subsequent to the twelfth month, a new
month is added to the performance period until the performance period
equals 36 months. Thereafter, the performance period consists of the most
recent month plus the previous 35 months. Each percentage point of
difference, calculated to the nearest 1.0% (up to a maximum difference of
+/- 10.00 ) is multiplied by a performance adjustment rate of .02%. Thus,
the maximum annualized adjustment rate is +/- .20%. Strategic Opportunities
is comprised of three classes of shares: Initial Class shares, Class A
shares and Class B shares. Investment performance will be measured
separately for each class, and the least of the three results obtained will
be used in calculating the performance adjustment to the management fee
paid by the fund. This performance comparison is made at the end of each
month. One twelfth (1/12) of this rate is then applied to each fund's
average net assets for the entire performance period, giving a dollar
amount which will be added to (or subtracted from) the basic fee.    
   Each class's performance is calculated based on change in net asset
value. For purposes of calculating the performance adjustment, any
dividends or capital gain distributions paid by each class are treated as
if reinvested in that class's shares at the net asset value as of the
record date for payment. The record of the Index is based on change in
value and is adjusted for any cash distributions from the companies whose
securities compose the Index.    
   Because the adjustment to the basic fee is based on each class's
performance compared to the investment record of the Index, the controlling
factor is not whether each class's performance is up or down per se, but
whether it is up or down more or less than the record of the Index.
Moreover, the comparative performance of each class is based solely on the
relevant performance period without regard to the cumulative performance
over a longer or shorter period of time.    
   The table below shows the management fees received by FMR for its
services as investment adviser to the funds. The fees were equivalent to
the percentage of the average net assets of each fund, as indicated.    
 
<TABLE>
<CAPTION>
   FISCAL YEAR ENDED:
                      
                          
                               
                          
   10/31-*
                                 
                          
                               MANAGEMENT FEE AS A        
   11/30-**
                                
                          PERFORMANCE ADJUSTMENT          PERCENTAGE OF
             
   12/31-***                                MANAGEMENT FEE +                                           AVERAGE NET ASSETS         
 
<S>                                      <C>                        <C>                             <C>                           
   OVERSEAS*                                                                                                                      
 
   1994                                     $3,435,695                 $133,032 (upward)               .80%                       
 
   1993                                     503,110                    3,885 (downward)                .77                        
 
   1992                                     139,234                    6,062 (downward)                .75                        
 
   EQUITY PORTFOLIO GROWTH **                                                                                                     
 
   1994                                     6,567,305                  N/A                             .64                        
 
   1993                                     2,646,631                  N/A                             .66                        
 
   1992                                     860,709                    N/A                             .67                        
 
   GLOBAL RESOURCES *                                                                                                             
 
   1994                                     890,892                    N/A                             .77                        
 
   1993                                     111,465                    N/A                             .77                        
 
   1992                                     49,323                     N/A                             .79                        
 
   GROWTH OPPORTUNITIES *                                                                                                         
 
   1994                                     22,087,985                 2,130,192 (upward)              .69                        
 
   1993                                     8,250,306                  709,376 (upward)                .68                        
 
   1992                                     2,747,645                  240,501 (upward)                .69                        
 
   STRATEGIC OPPORTUNITIES *** +++                                                                                                
 
   10/1/94 - 12/31/94                       682,856                    37,843 (upward)                 .67 (annualized)           
 
   10/1/93 - 9/30/94                        2,582,584                  359,674 (upward)                .72                        
 
   1993                                     1,291,906                  81,040 (upward)                 .54                        
 
   1992                                     1,087,250                  268,871 (downward)              .51                        
 
   EQUITY INCOME **                                                                                                               
 
   1994                                     1,392,206                  N/A                             .50                        
 
   1993                                     933,830                    N/A                             .50                        
 
   1992 ++++                                736,344                    N/A                             .50                        
 
   INCOME & GROWTH *                                                                                                              
 
   1994                                     13,325,884                 N/A                             .52                        
 
   1993                                     4,578,813                  N/A                             .53                        
 
   1992                                     1,291,531                  N/A                             .53                        
 
   EMERGING MARKETS INCOME ***                                                                                                    
 
   1994 ++                                  122,088                    N/A                             .70                        
 
   HIGH YIELD **                                                                                                                  
 
   1994                                     3,737,959                  N/A                             .60                        
 
   1993                                     1,539,682                  N/A                             .51                        
 
   1992                                     397,638                    N/A                             .52                        
 
   STRATEGIC INCOME ***                                                                                                           
 
   1994 ++                                  10,348                     N/A                             .60                        
 
   GOVERNMENT INVESTMENT **                                                                                                       
 
   1994                                     422,255                    N/A                             .46                        
 
   1993                                     186,973                    N/A                             .46                        
 
   1992                                     78,107                     N/A                             .47                        
 
   LIMITED TERM BOND **                                                                                                           
 
   1994                                     1,180,785                  N/A                             .41                        
 
   1993                                     818,426                    N/A                             .42                        
 
   1992                                     963,611                    N/A                             .42                        
 
   SHORT FIXED INCOME *                                                                                                           
 
   1994                                     $3,713,144                 N/A                             .46%                       
 
   1993                                     1,674,841                  N/A                             .47                        
 
   1992                                     368,993                    N/A                             .47                        
 
   HIGH INCOME MUNICIPAL **                                                                                                       
 
   1994                                     2,257,113                  N/A                             .41                        
 
   1993                                     1,314,060                  N/A                             .42                        
 
   1992                                     439,804                    N/A                             .42                        
 
   LIMITED TERM TAX-EXEMPT **                                                                                                     
 
   1994                                     286,027                    N/A                             .41                        
 
   1993                                     156,087                    N/A                             .42                        
 
   1992                                     268,825                    N/A                             .42                        
 
   SHORT INTERMEDIATE TAX-EXEMPT**                                                                                                
 
   1994++                                   31,109                     N/A                             .41                        
 
</TABLE>
 
   + Management Fee includes performance adjustments for Overseas, Growth
Opportunities, and Strategic Opportunities.    
   ++ Emerging Markets Income, Strategic Income, and Short Intermediate
Tax-Exempt commenced operations on March 10, 1994, October 31, 1994, and
March 16, 1994, respectively. Management fee percentages for these funds
are annualized.    
   +++ On November 9, 1994, the Board of Trustees voted to change Strategic
Opportunities' fiscal year end from September 30 to December 31.    
   ++++Management fee does not include a voluntary reimbursement of 0.10%
of average net assets for the period December 1, 1991 to September 10,
1992.    
       FUND OPERATION EXPENSE REIMBURSEMENTS   . FMR may, from time to
time, voluntarily reimburse all or a portion of a fund's operation expenses
(exclusive of interest, taxes, brokerage commissions, and extraordinary
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.
Expense reimbursements by FMR will increase each fund's total returns
and/or yield and reimbursement by each fund will lower its total returns
and/or yield.    
   FMR has voluntarily agreed to reimburse Class A and Class B of Emerging
Markets Income, Strategic Income, Government Investment, Limited Term Bond,
Limited Term Tax-Exempt, and Short-Intermediate Tax-Exempt-Class A to the
extent that total operating expenses (as a percentage of average net
assets) of each of their respective average net assets exceeds the
following: for Emerging Markets Income 1.50% for Class A and 2.25% for
Class B; for Strategic Income 1.35% for Class A and 2.10% for Class B; for
Government Investment 0.95% for Class A and 1.70% for Class B; for Limited
Term Bond .90% for Class A and 1.65% for Class B; for Limited Term
Tax-Exempt 0.90% for Class A and 1.65% for Class B; and for
Short-Intermediate Tax-Exempt 0.75% for Class A. If these agreements were
not in effect, other expenses and total operating expenses would have
been:    
 
<TABLE>
<CAPTION>
<S>       <C>                     <C>              <C>                     <C>              
             Other Expenses                           Total Expenses                        
 
             Class A                 Class B          Class A                 Class B       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                      <C>             <C>             <C>              <C>              
   Emerging Markets Income  +                1.20%           0.90%           2.15%            2.60%        
 
   Strategic Income  +                       1.64%           0.89%           2.50%*           2.50%*       
 
   Government Investment                     0.76%           1.16%           1.47%            2.62%+       
 
   Limited Term Bond                         0.43%           1.00%           1.09%            2.41%+       
 
   Limited Term Tax-Exempt                   0.38%           0.95%           1.04%            2.36%+       
 
   Short-Intermediate Tax-Exempt +           0.98%             n/a           1.54%              n/a        
 
</TABLE>
 
   * Reflects limitations that would have been in effect under a state
expense limitation.    
   + Annualized    
   To comply with the California Code of Regulations, FMR will reimburse
each fund if and to the extent that each fund's aggregate annual operating
expenses exceed specified percentages of its 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 each fund's expenses for purposes of this regulation, each
fund 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.    
       SUB-ADVISERS.    On behalf of Strategic Opportunities, Global
Resources, Income & Growth, High Yield, Equity Income, Limited Term Bond,
Equity Portfolio Growth, and Short Fixed-Income, FMR has entered into
sub-advisory agreements with FMR U.K. and FMR Far East. On behalf of
Overseas, FMR has entered into sub-advisory agreements with FMR U.K., FMR
Far East, and FIIA. FIIA, in turn, has entered into a sub-advisory
agreement with FIIAL U.K. On behalf of Emerging Markets Income, FMR has
entered into sub-advisory agreements with FMR U.K., FMR Far East, FIJ, and
FIIA. FIIA, in turn, has entered into a sub-advisory agreement with FIIAL
U.K. Pursuant to the sub-advisory agreements, FMR may receive investment
advice and research services outside the United States from the
sub-advisers.    
   On behalf of Global Resources, Growth Opportunities, Income & Growth,
High Yield, Limited Term Bond, Emerging Markets Income, and Short
Fixed-Income, FMR may also grant FMR U.K. and FMR Far East investment
management authority as well as the authority to buy and sell securities if
FMR believes it would be beneficial to the funds.    
   Currently, FMR U.K., FMR Far East, FIJ, FIIA, and FIIAL U.K. each focus
on issuers in countries other than the United States such as those in
Europe, Asia, and the Pacific Basin. FMR U.K. and FMR Far East, which were
organized in 1986, are wholly owned subsidiaries of FMR. FIJ and FIIA are
wholly owned subsidiaries of Fidelity International Limited (FIL), a
Bermuda company formed in 1968 which primarily provides investment advisory
services to non-U.S. investment companies and institutional investors
investing in securities throughout the world. Edward C. Johnson 3d, Johnson
family members, and various trusts for the benefit of the Johnson family
owns, directly or indirectly, more than 25% of the voting common stock of
FIL. FIJ was organized in Japan in 1986. FIIA was organized in Bermuda in
1983. FIIAL U.K. was organized in the United Kingdom in 1984, and is a
wholly owned subsidiary of Fidelity International Management Holdings
Limited, an indirect wholly owned subsidiary of FIL.Under the sub-advisory
agreements FMR pays the fees of FMR U.K., FMR Far East, FIJ, and FIIA.
FIIA, in turn, pays the fees of FIIAL U.K. For providing non-discretionary
investment advice and research services the sub-advisers are compensated as
follows:    
   (medium solid bullet) FMR pays FMR U.K. and FMR Far East fees equal to
110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.    
   (medium solid bullet) FMR pays FIIA and FIJ fees equal to 30% of FMR's
monthly management fee with respect to the average net assets held by the
fund for which the sub-adviser has provided FMR with investment advice and
research services.    
   (medium solid bullet) FIIA 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.    
   On behalf of Global Resources, Growth Opportunities, Income & Growth,
Emerging Markets Income, High Yield, Short Fixed-Income, and Limited Term
Bond, for providing discretionary investment management and executing
portfolio transactions, the sub-advisers are compensated as follows:    
   (medium solid bullet) FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a
fee equal to 50% of its monthly management fee (including any performance
adjustment, if applicable) with respect to the fund's average net assets
managed by the sub-adviser on a discretionary basis.    
   (medium solid bullet) FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL
U.K.'s costs incurred in connection with providing discretionary investment
management services.    
   The table below shows the fees paid for providing investment advice and
research services by FMR to FMR U.K., FMR Far East, FIIA, and FIJ, and by
FIIA to FIIAL with respect to certain of the funds for the fiscal periods
ended 1994, 1993, and 1992.    
FEES PAID TO FOREIGN SUB-ADVISERS
 FUND FEES PAID BY FMR TO FMR U.K. FEES PAID BY FMR TO FMR FAR EAST 
 1994 1993 1992 1994 1993 1992
 
 
 
<TABLE>
<CAPTION>
<S>                               
<C>                <C>                  <C>                  <C>       <C>                <C>                  <C>                  
Overseas                          
     153,288            14,363               13,189                         174,129            22,357               16,736          
 
Equity Portfolio Growth           
     13,191             3,144                2,425                          15,192             5,021                2,126           
 
Global Resources                  
     2,598                  N/A                  N/A                        2,932                  N/A                  N/A         
 
Growth Opportunities              
     67,818                 N/A                  N/A                        82,741                 N/A                  N/A         
 
   Strategic Opportunities       
     7,794                  N/A                  N/A                        7,712                  N/A                  N/A         
      (10/1/93 - 9/30/94)       
 
Strategic Opportunities          
     7,352              4,560                88                             7,701              11,267               117             
     (10/1/94 - 12/31/94)        
 
Equity Income                     
     12,197                 4,669                5,237                      13,970                 7,199                6,544       
 
Income & Growth                   
     248,936                N/A                  N/A                        299,094                N/A                  N/A         
 
TOTAL                           
 
</TABLE>
 
  FEES PAID BY FMR TO FIIA FEES PAID BY FIIA TO FIIAL 
 1994 1993 1992 1994 1993 1992
 
<TABLE>
<CAPTION>
<S>        <C>         <C>         <C>         <C>   <C>         <C>         <C>         
Overseas       0           0           0                 0           0           0       
 
TOTAL                                                                                    
 
</TABLE>
 
THE DISTRIBUTOR
   Each fund has a Distribution Agreement with FDC, a Massachusetts
corporation organized July 18, 1960. FDC 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 FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of a fund, which are continuously offered.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FDC.    
DISTRIBUTION AND SERVICE PLANS
   The Trustees have approved Distribution and Service Plans on behalf of
Class A and Class B shares of the funds (the Plans) pursuant to Rule 12b-1
under the 1940 Act (the Rule). The Rule provides in substance that a mutual
fund may not engage directly or indirectly in financing any activity that
is primarily intended to result in the sale of shares of a fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, to allow Class A and Class B of the
funds and FMR to incur certain expenses that might be considered to
constitute direct or indirect payment by the funds of distribution
expenses.    
   Pursuant to the Plans, FDC is paid a distribution fee as a percentage of
Class A average net assets at an annual rate of up to 0.75% for Equity
Portfolio Growth and Strategic Opportunities; up to 0.40% for each of
Emerging Markets Income, High Yield, Strategic Income, Limited Term Bond,
High Income Municipal, and Limited-Term Tax-Exempt; up to 0.65% for  each
of Overseas, Growth Opportunities, Global Resources, Equity Income, and
Income & Growth; and up to 0.15% for Short Fixed-Income and
Short-Intermediate Tax-Exempt; and FDC is paid a distribution fee as a
percentage of class B average net assets at an annual rate of 0.75% for all
funds with Class B shares. For the purpose of calculating the distributions
fees, average net assets are determined as of the close of business on each
day throughout the month, but excluding assets attributable to Class A
shares of Equity Portfolio Growth, Equity Income, Short-Intermediate
Tax-Exempt, Limited Term Tax-Exempt, Overseas, Strategic Opportunities,
Strategic Income, and Emerging Markets Income purchased more than 144
months prior to such day. Currently, the Trustees have approved a
distribution fee for Class A of Overseas, Equity Portfolio Growth, Equity
Income, Growth Opportunities, Global Resources, Strategic Opportunities,
and Income & Growth at an annual rate of 0.65% for Class A of Emerging
Markets Income, High Yield, Limited Term Bond, Government Investment, High
Income Municipal, and Limited Term Tax-Exempt at an annual rate of 0.25%,
and for Class A of Short Fixed-Income and Short-Intermediate Tax-Exempt at
an annual rate of 0.15% of average net assets. This fee may be increased
only when, in the opinion of the Trustees, it is in the best interests of
the shareholders of Class A to do so. Class B of each fund also pays
Investment Professionals a service fee at an annual rate of 0.25% of its
average daily net assets determined as of the close of business on each day
throughout the month for personal service and/or the maintenance of
shareholder accounts.     
CLASS A DISTRIBUTION FEES
 1992 1993 1994
 
 
 
<TABLE>
<CAPTION>
<S>           <C>       <C>      <C>      <C>        <C>          <C>             <C>             <C>          <C>                 
      Paid to                            Paid to                             Paid to                                    
      Investment                          Investment                          Investment                                  
      Professionals  Retained             Professionals  Retained             Professionals     Retained                   
                     by FDC    Total Fees                by FDC    Total Fees                   by FDC    Total Fees
FUND                                                                                                                 
 
 
Overseas      93,132    27,492  120,624   325,181     97,554        422,735        2,139,864         641,958       2,781,822     
 
Equity Portfolio 
Growth        9,477     2,843   12,320    258,713     883,141       1,141,854      3,312,525         999,987       4,312,512     
 
Global 
Resources     31,323    9,198   40,521    69,457      23,643        93,100         577,607           173,281       750,888       
 
Growth 
Opportunities 2,004,271 559,131 2,563,402 5,996,770   1,799,030     7,795,800      16,056,714        4,817,016     20,873,730    
 
Strategic 
Opportunities 993,375   273,263 1,266,638 1,092,965   330,491       1,423,456      470,225           141,067       611,292       
 
Equity Income 614       136     750       94,623      28,435        123,058        441,208           132,362       573,570       
 
Income & 
Growth       314,506   1,252,622 1,567,128 1,299,026  4,330,092     5,629,118      13,406,000        3,203,000     16,609,000    
 
Emerging Markets 
Income       N/A       N/A       N/A        N/A       N/A           N/A            31,604            8,331         39,935        
 
High Yield   190,342   0        190,342    745,985    0             745,985        1,526,214         0             1,526,214     
 
Strategic 
Income       N/A       N/A      N/A        N/A         N/A           N/A            1,626             488           2,144         
 
Government 
Investment   41,048    0        41,048     101,981     0             101,981        227,532           0             227,532       
 
Limited Term 
Bond         549       0        549        56,220       0            56,220         264,949           0             264,949       
 
Short Fixed-
Income       117,265   0        117,265    538,933      0             538,933        1,212,008         0             1,212,008     
 
High Income 
Municipal    41,048    0        41,048     101,981      0             101,981        1,374,438         0             1,374,438     
 
Limited Term Tax-       
             576       0        576        38,552       0             38,552         138,512           0             138,512       
  Exempt                                                                      
 
Short-
Intermediate N/A       N/A       N/A       N/A          N/A           N/A            11,446            0             11,446        
 Tax-Exempt                                                                                                                     
                                                                                
 
</TABLE>
 
CLASS B DISTRIBUTION FEES   
1994    
 
<TABLE>
<CAPTION>
<S>                               <C>                      <C>                <C>               
FUND                              SHAREHOLDER   
          RETAINED   
       TOTAL FEES        
                                         SERVICE   
              BY FDC                        
                                         FEES                                                   
 
                                                                                                
 
Strategic Opportunities                7,964                    23,892             31,856       
 
Equity Income                          16,215                   54,580             70,795       
 
Emerging Markets Income                3,215                    9,771              12,986       
 
High Yield                             7,052                    21,157             28,209       
 
   Strategic Income                    2,155                    6,465              8,620        
 
Government Investment                  817                      2,449              3,266        
 
Limited Term Bond                      1,689                    5,070              6,759        
 
High Income Municipal                  3,238                    9,713              12,951       
 
Limited Term Tax-Exempt                965                      2,893              3,858        
 
</TABLE>
 
   Under each Plan, if the payment of management fees by the funds to FMR
is deemed to be indirect financing by the funds of the distribution of
their shares, such payment is authorized by the Plans. Each Plan also
specifically recognizes that FMR, either directly or through FDC, 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 applicable class of each fund. In
addition, each Plan provides that FMR may use its resources, including its
management fee revenues, to make payments to third parties that assist in
selling shares of the applicable class of each fund or to third parties,
including banks, that render shareholder support services.     
   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 applicable
class and its shareholders. To the extent that each Plan gives FMR and FDC
greater flexibility in connection with the distribution of shares of the
applicable class of each fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plans by local entities with whom shareholders have
other relationships.    
   None of the Plans provides for specific payments by the applicable class
of any of the expenses of FDC, or obligates FDC or FMR to perform any
specific type or level of distribution activities or incur any specific
level of expense in connection with distribution activities. After payments
by FDC for advertising, marketing and distribution, and payments to third
parties, the amounts remaining, if any, may be used as FDC may elect.     
   The Plans were approved by shareholders on the dates shown in the table
below:     
     DATE OF SHAREHOLDER APPROVAL
   FUND         CLASS A  CLASS B
Overseas    10/90     05/26/94    
Equity Portfolio Growth   9/25/86     05/26/94    
Global Resources       12/01/94             N/A
Growth Opportunities   1   /1/95      N/A
Strategic Opportunities   8/25/87     05/26/94    
Equity Income    7/23/86     05/26/94    
Income & Growth   1/1/95     1/1/95    
Emerging Markets Income   2/10/94     N/A    
High Yield    1   /1/95         1/1/95    
Strategic Income       10/14/94  10/14/94    
Government Investment   1   /1/95      1   /1/95    
Limited Term Bond   1/1/95     1/1/95    
Short Fixed Income   1/1/95     1/1/95    
High Income Municipal   1   2    /1/94  1   2    /1/94
Limited Term Tax-Exempt      11/5/86         5/26/94    
Short-Intermediate Tax-Exempt  11/26/86  11/26/86
   The Glass-Steagall Act generally prohibits federally and state chartered
or supervised banks from engaging in the business of underwriting, selling,
or distributing securities. Although the scope of this prohibition under
the Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law.     
   Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments under
the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.    
DESCRIPTION OF THE TRUSTS
       TRUST ORGANIZATION.    Equity Portfolio Growth is a series of
Fidelity Advisor Series I, an open-end management investment company
organized as a Massachusetts business trust by a Declaration of Trust dated
June 24, 1983, as amended and restated July 18, 1991, and as supplemented
April 15, 1993. On July 18, 1991, the name was changed from Equity
Portfolio Growth to Fidelity Broad Street Trust. On April 15, 1993, its
name was changed by an amendment to the Declaration of Trust from Fidelity
Broad Street Trust: Equity Portfolio: Growth to Fidelity Advisor Series I:
Equity Portfolio Growth.     
   Short-Fixed Income Fund, Government Investment Fund, High Yield Fund,
Growth Opportunities Fund, and Income & Growth Fund are series of Fidelity
Advisor Series II, an open-end management investment company organized as a
Massachusetts business trust by a Declaration of Trust dated April 24,
1986. On April 7, 1993, the Board of Trustees voted to change the name of
the Trust from Fidelity Diversified Trust to Fidelity Advisor Series
II.    
   Equity Income Fund is a series of Fidelity Advisor Series III, an
open-end management investment company organized as a Massachusetts
business trust by a Declaration of Trust dated May 17, 1982. On January 29,
1986, the name was changed from Equity Portfolio: Income to Fidelity
Franklin Street Trust. On April 15, 1993 the Trust's name was again changed
to Fidelity Advisor Series III.     
   Limited Term Bond Fund is a series of Fidelity Advisor Series IV, an
open-end management investment company organized as a Massachusetts
business trust by a Declaration of Trust dated May 6, 1983. On January 29,
1992 the name of the Trust was changed from Income Portfolios to Fidelity
Income Trust, and on April 15, 1993, the Board of Trustees voted to change
the Trust's name to Fidelity Advisor Series IV.    
   Global Resources Fund and High Income Municipal Fund are series of
Fidelity Advisor Series V, an open-end management investment company
organized as a Massachusetts business trust by a Declaration of Trust dated
April 23, 1986, as amended and restated July 18, 1991, and as supplemented
April 15, 1993. On July 18, 1991, the Board of Trustees voted to change the
name of the Trust from Plymouth Investment Series to Fidelity Investment
Series, and on April 15, 1993, the Board voted to change the Trust's name
to Fidelity Advisor Series V.    
   Short-Intermediate Tax-Exempt Fund and Limited Term Tax-Exempt Fund are
series of Fidelity Advisor Series VI, an open-end management investment
company organized as a Massachusetts business trust by a Declaration of
Trust dated June 1, 1983, as amended and restated May 5, 1993. On January
29, 1992, the name of the Trust was changed from Tax-Exempt Funds to
Fidelity Oliver Street Trust and on April 15, 1993 the Board of Trustees
voted to change the name of the Trust to Fidelity Advisor Series VI.     
   Overseas Fund is a series of Fidelity Advisor Series VII, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated March 21, 1980 as amended and restated July
18, 1991 and as supplemented April 15, 1993. On July 18, 1991, the Board of
Trustees voted to change the name of the Trust from Plymouth Securities
Trust from Plymouth Investment Series to Fidelity Securities Trust, and on
April 15, 1993 the Board of Trustees voted to change the name of the Trust
to Advisor Series VII.    
   Strategic Opportunities Fund, Strategic Income Fund, and Emerging
Markets Income Fund are series of Fidelity Advisor Series VIII, an open-end
management investment company organized as a Massachusetts business trust
by a Declaration of Trust dated September 23, 1983, as amended and restated
October 1, 1986 and as supplemented November 29, 1990. On April 15, 1993
the name of the Trust was changed from Fidelity Special Situations Fund to
Fidelity Advisor Series VIII.    
   Each Declaration of Trust permits the Trustees to create additional
funds.    
   In the event that FMR ceases to be the investment adviser to a fund, the
right of the Trust or fund to use the identifying name "Fidelity" may be
withdrawn.    
   The assets of the Trust received for the issue or sale of shares of each
series and all income, earnings, profits, and proceeds thereof, subject
only to the rights of creditors, are especially allocated to such series,
and constitute the underlying assets of such fund. The underlying assets of
each series are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the Trust. Expenses with respect to the Trust are to be
allocated in proportion to the asset value of the respective series, 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 series, or which are general or allocable to all of the series. In
the event of the dissolution or liquidation of the Trust, shareholders of
each series are entitled to receive as a class the underlying assets of
such series available for distribution.    
       SHAREHOLDER AND TRUSTEE LIABILITY.    Each Trust is an entity of the
type commonly known as "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 fund's property of any shareholders held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each 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 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 in the conduct of his office. Claims asserted against Class A
shares may subject holders of Class B shares to certain liabilities and
claims asserted against Class B shares may subject holders of Class A
shares to certain liabilities.    
       VOTING RIGHTS.    A fund's capital consists of shares of beneficial
interest. 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 the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of a Trust, a fund, or class
of a fund may, as set forth in the Declaration of Trust, call meetings of
the Trust, fund or class, as applicable, for any purpose, related to the
Trust, fund, or class, as the case may be, including the case of meeting of
the Trust, the purpose of voting on removal of one or more Trustees. The
Trust or any 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 funds of Advisor Series I, III,
VI, VII, and VIII, or, as determined by the current value of each
shareholder's investment in the funds of Advisor Series II, IV, and V. If
not so terminated, the Trust and funds will continue indefinitely. Global
Resources, Strategic Opportunities, Emerging Markets Income, High Yield,
Strategic Income, Government Investment, Limited Term Bond, Short
Fixed-Income, and High Income Municipal may invest all of their assets in
another investment company.    
   As of January 31, 1995, the following owned of record or beneficially
more than 5% of the outstanding shares of the classes of the following
Fidelity Advisor funds:    
Equity Portfolio Growth-Class A:    Cigna Securities, Inc., Hartford, CT
(10%)    
Growth Opportunities-Class A:    Cigna Securities, Inc., Hartford, CT
(24%)    
Strategic Opportunities-Class A:    Cigna Securities, Inc., Hartford, CT
(8%); Merrill Lynch, Pierce, Fenner & Smith,
  Jacksonville, FL (18%)    
Strategic Opportunities-Class B:    Merrill Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (5%)    
Equity Income-   Institutional     Class:    First National Bank of Ohio,
Akron, OH (9%)    
Income & Growth-Class A:    Cigna Securities, Inc., Hartford, CT (22%)    
Government Investment-Class B:    SouthWest Securities, Dallas, TX (5%)    
Limited Term Bond-Class A:    Trust Company of America, Boulder, CO
(11%)    
Limited Term Bond-Class B:    State Street Bank and Trust Company, Decatur,
GA (5%)    
   Limited Term Bond-Institutional Class: First National Bank of Ohio,
Akron, OH (8%); First National Bank of Commerce, 
   New Orleans, LA (5%); Hawkeye Trust Division, Des Moines, IA (6%)    
High Income Municipal-Class B:    Merrill Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (5%)    
Limited Term Tax-Exempt-Class A:    Merrill Lynch, Pierce, Fenner & Smith,
Jacksonville, FL (9%)    
Limited Term Tax-Exempt-Class B:    Donaldson, Lufkin & Jenrette, Jersey
City, NJ (17%)    
Short-Intermediate Tax-Exempt-Class A:    David W. Dowdy, Colleyville, TX
(5%); National Financial Services Corporation,
  Honolulu, HI (11%)    
       CUSTODIAN   S    .    Brown Brothers Harriman & Co., 40 Water
Street, Boston, Massachusetts, is custodian of the assets of Global
Resources, Growth Opportunities, and Strategic Opportunities. The Chase
Manhattan Bank, 1211 Avenue of the Americas, New York, New York, is
custodian of the assets of Overseas, Equity Portfolio Growth, Equity
Income, Income & Growth, and Emerging Markets Income. The Bank of New York,
110 Washington Street, New York, New York, is custodian of the assets of
High Yield, Strategic Income, Government Investment, Limited Term Bond, and
Short Fixed Income. United Missouri Bank, 1010 Grand Avenue, Kansas City,
Missouri, is custodian of the assets of High Income Municipal, Limited Term
Tax-Exempt, and Short-Intermediate Tax-Exempt. 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 a fund. A fund 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 banks serving as custodians for certain of the funds
advised by FMR. The Boston branch of the fund's custodian bank leases its
office space from an affiliate of FMR at a lease payment which, when
entered into, was consistent with prevailing market rates. Transactions
that have occurred to date 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 fund relationships.    
       AUDITOR.    Coopers & Lybrand L.L.P., One Post Office Square,
Boston, Massachusetts 02109 serves as the independent accountant for Equity
Portfolio Growth, Global Resources, Growth Opportunities, Strategic
Opportunities, Equity Income, Income & Growth, Emerging Markets Income,
High Yield, Strategic Income, Government Investment, Limited Term Bond,
Short Fixed Income, High Income Municipal, Limited Term Tax-Exempt, and
Short-Intermediate Tax-Exempt. Price Waterhouse LLP, 160 Federal Street,
Boston, Massachusetts 02110, serves as the independent accountant for
Overseas. The auditor examines financial statements for each fund and
provides other audit, tax, and related services.    
FINANCIAL STATEMENTS
   Each class's financial statements and financial highlights for the
fiscal period ended October 31, November 30, or December 31, 1994, as
appropriate, are included in the Annual Reports, which are separate reports
supplied with this SAI. Each class's financial statements and financial
highlights are incorporated herein by reference.    
   APPENDIX    
   DOLLAR-WEIGHTED AVERAGE MATURITY 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.
Also, the maturities of mortgage-backed securities and some asset-backed
securities, such as collateralized mortgage obligations, are determined on
a weighted average life basis, which is the average time for principal to
be repaid. For a mortgage security, this average time is calculated by
estimating the expected principal payments during the life of the mortgage.
The weighted average life of these securities is likely to be substantially
shorter than their stated final maturity.    

 
PART C.  OTHER INFORMATION
 
Item 24. Financial Statements and Exhibits
 (a)(1) Financial Statements and Financial Highlights, included in the
Annual Report for Fidelity Advisor Limited Term    Tax-Exempt Fund for the
fiscal year ended November 30, 1994, are incorporated by reference into the
fund's Statement of    Additional Information and were filed on February 2,
1995, for Fidelity Advisor Series VI (No. 811-3759) pursuant to Rule  30d-1
under the Investment Company Act of 1940 and are incorporated herein by
reference.
 
 (a)(2) Financial Statements and Financial Highlights, included in the
Annual Report for Fidelity Advisor Short-
 Intermediate Tax-Exempt Fund for the fiscal year ended November 30,1994,
are incorporated by reference into the fund's    Statement of Additional
Information and were filed on February 2, 1995, for Fidelity Advisor Series
VI (No. 811-3759)    pursuant to Rule 30d-1 under the Investment Company
Act of 1940 and are incorporated herein by reference.  
           (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 April 15, 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) Management Contract between Fidelity Advisor Short-Intermediate
Tax-Exempt Fund and Fidelity Management & Research Company dated January
20, 1994, was electronically filed and is incorporated herein by reference
to Exhibit 5(c) to Post-Effective Amendment No. 34.
  (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 Tax-Exempt Fund and Fidelity Distributors Corporation is
incorporated herein as Exhibit 6(d) to Post-Effective Amendment No. 31.
   
  (7)  Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, was electronically filed and
is incorporated herein by reference to Exhibit 7 to Union Street Trust's
Post-Effective Amendment No. 87.
  (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
Tax-Exempt Fund and United Missouri Bank, N.A., is incorporated herein by
reference to Exhibit 8(d) to Post-Effective Amendment No. 31.
  (9) Not applicable. 
  (10) None.
  (11) Consent of the trusts' independent accountant is electronically
filed herein as Exhibit 11.
  (12) None.
  (13) None.
  (14)      (a) Retirement Plan for Fidelity Individual Retirement
Accounts, as currently in effect, was electronically filed and is
incorporated herein by reference as Exhibit 14(a) to Union Street Trust's
Post-Effective Amendment No. 87.
              (b) Retirement Plan for Portfolio Advisory Services
Individual Retirement Account, as currently in effect, was electronically
filed and is incorporated herein by reference as Exhibit 14(i) to Union
Street Trust's Post-Effective Amendment No. 87.
              (c) Retirement Plan for NFSC Individual Retirement Account,
as currently in effect, was electronically filed and is incorporated herein
by reference as Exhibit 14(h) to Union Street Trust's Post-Effective
Amendment No. 87.
              (d) NFSC Defined Contribution Plan, as currently in effect,
was electronically filed and is incorporated herein by reference as Exhibit
14(k) to Union Street's Trust Post-Effective Amendment No. 87.
              (e) Fidelity Institutional Individual Retirement Account
Custodian Agreement and Disclosure Statement, as currently in effect, was
electronically filed and is incorporated herein by reference as Exhibit
14(d) to Union Street Trust's Post-Effective Amendment No. 87.
              (f) Fidelity 403(b)(7) Individual Custodial Agreement, as
currently in effect, was electronically filed and is incorporated herein by
reference as Exhibit 14(j) to Union Street Trust's Post-Effective Amendment
No. 87.
             (g) Fidelity 403(b) Custodial Agreement, as currently in
effect, was electronically filed and is incorporated herein by reference as
Exhibit 14(e) to Union Street Trust's Post-Effective Amendment No. 87.
             (h) The CORPORATEplan for Retirement Profit Sharing/401k Plan,
as currently in effect, was electronically filed and is incorporated herein
by reference as Exhibit 14(l) to Union Street Trust's Post-Effective
Amendment No. 87.
                (i) The CORPORATEplan for Retirement Money Purchase Pension
Plan, as currently in effect, was electronically filed and is incorporated
herein by reference as Exhibit 14(m) to Union Street Trust's Post-Effective
Amendment No. 87.
 
             (j)    Form for Advisor Resource Group Individual Retirement
Account Custodial Agreement was 
        electronically filed and is incorporated herein by reference to
Exhibit 14(a) to Fidelity Advisor Series                                   
         V's Post-Effective Amendment No. 20.
 
            (k)    Form for Advisor Resource Individual Retirement Account
Custodial Agreement was 
        electronically filed and is incorporated herein by reference to
Exhibit 14(b) to Fidelity Advisor 
        Series V's Post-Effective Amendment No. 20. 
  (15) (a) 12b-1 Distribution and Service Plan for the Limited Term Series
- - Retail Class is incorporated herein by reference to Exhibit 15(a) to
Post-Effective Amendment No. 30.
   (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) 12b-1 Distribution and Service Plan, dated January 20, 1994, between
Fidelity Distributors Corporation and Fidelity Advisor Short-Intermediate
Tax-Exempt Fund was electronically filed and is incorporated herein by
reference to Exhibit 15(d) to Post-Effective Amendment No. 34. 
   (e) Form of 12b-1 Distribution and Service Plan for Fidelity Limited
Term Tax-Exempt Fund - Class    B - was electronically filed and is
incorporated herein by reference to Exhibit 15(e) to Post Effec-   tive
Amendment No. 33.
  (16) Schedules for computation of performance quotations is incorporated
herein by reference to Exhibit 16(a) to Post-Effective Amendment No. 16.
  (17) A Financial Data Schedule is filed herein as Exhibit 17.
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
February 16, 1995
 Title of Class: Shares of Beneficial Interest
Name of Series   Number of Record Holders   
 
 
<TABLE>
<CAPTION>
<S>                                                                          <C>     
Fidelity Advisor Limited Term Tax-Exempt: Institutional Class 35                     
                                                                                     
Fidelity Advisor Limited Term Tax-Exempt: Class A                                    
    1,892                                                                            
Fidelity Advisor Limited Term Tax-Exempt: Class B                                    
84                                                                                   
                                                                                     
                                                                                     
 
Fidelity Advisor Short-Intermediate Tax-Exempt: Class A                              
632                                                                                  
 
                                                                                     
                                                                                     
Fidelity Advisor North American Government Portfolio: Class A                        
0                                                                                    
 
Fidelity Advisor North American Government Portfolio: Class B   0                    
                                                                                     
                                                                                     
                                                                                     
 
</TABLE>
 
 
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
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY
 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., 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., 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 and Director of FMR.                           
 
                                                                                    
 
Robert Beckwitt        Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
David Breazzano        Vice President of FMR (1993) and of a fund advised by        
                       FMR.                                                         
 
                                                                                    
 
Stephan Campbell       Vice President of FMR (1993).                                
 
                                                                                    
 
Dwight Churchill       Vice President of FMR (1993).                                
 
                                                                                    
 
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 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.                                                         
 
                                                                                    
 
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.                                       
 
                                                                                    
 
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 and Treasurer of the funds advised     
                       by FMR.                                                      
 
                                                                                    
 
Michael S. Gray        Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
Lawrence Greenberg     Vice President of FMR (1993).                                
 
                                                                                    
 
Barry A. Greenfield    Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
William J. Hayes       Senior Vice President of FMR; Equity Division Leader.        
 
                                                                                    
 
Robert Haber           Vice President of FMR and of funds advised by FMR.           
 
                                                                                    
 
Richard Haberman       Senior Vice President of FMR (1993).                         
 
                                                                                    
 
Daniel Harmetz         Vice President of FMR and of a fund advised by FMR.          
 
                                                                                    
 
Ellen S. Heller        Vice President of FMR.                                       
 
                                                                                    
 
</TABLE>
 
John Hickling   Vice President of FMR (1993) and of funds advised by    
                FMR.                                                    
 
 
<TABLE>
<CAPTION>
<S>                         <C>                                                           
                                                                                          
 
Robert F. Hill              Vice President of FMR; and Director of Technical              
                            Research.                                                     
 
                                                                                          
 
Stephen Jonas               Treasurer and Vice President of FMR (1993); Treasurer of      
                            FMR Texas Inc. (1993), Fidelity Management & Research         
                            (U.K.) Inc. (1993), and Fidelity Management & Research        
                            (Far East) Inc. (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          
                            Division 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 and of funds advised by FMR.            
 
                                                                                          
 
Malcolm W. MacNaught II     Vice President of FMR (1993).                                 
 
                                                                                          
 
Robert H. Morrison          Vice President of FMR and Director of Equity Trading.         
 
                                                                                          
 
David Murphy                Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Andrew Offit                Vice President of FMR (1993).                                 
 
                                                                                          
 
Judy Pagliuca               Vice President of FMR (1993).                                 
 
                                                                                          
 
Jacques Perold              Vice President of FMR.                                        
 
                                                                                          
 
Anne Punzak                 Vice President of FMR and of funds advised by FMR.            
 
                                                                                          
 
Lee Sandwen                 Vice President of FMR (1993).                                 
 
                                                                                          
 
Patricia A. Satterthwaite   Vice President of FMR (1993) and of a fund advised by         
                            FMR.                                                          
 
                                                                                          
 
Thomas T. Soviero           Vice President of FMR (1993).                                 
 
                                                                                          
 
Richard A. Spillane         Vice President of FMR and of funds advised by FMR; and        
                            Director of Equity Research.                                  
 
                                                                                          
 
Robert E. Stansky           Senior Vice President of FMR (1993) and of funds advised      
                            by FMR.                                                       
 
                                                                                          
 
Gary L. Swayze              Vice President of FMR and of funds advised by FMR; and        
                            Tax-Free Fixed-Income Group Leader.                           
 
                                                                                          
 
Thomas Sweeney              Vice President of FMR (1993).                                 
 
                                                                                          
 
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.                      
 
                                                                                          
 
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 (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
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 Street, Boston, MA 02109, or the funds' respective
custodian; United Missouri Bank, N.A., 1010 Grand Avenue, Kansas City, MO.
Item 31. Management Services
 Not applicable.
Item 32. Undertakings
 The Registrant undertakes for the fund: (1) to call a meeting of
shareholders for the purpose of voting upon the question of removal of a
trustee or trustees, when requested to do so by record holders of not less
than 10% of its outstanding shares; and (2) to assist in communications
with other shareholders pursuant to Section 16(c)(1) and (2), whenever
shareholders meeting the qualifications set forth in Section 16(c) seek the
opportunity to communicate with other shareholders with a view toward
requesting a meeting.
 The Registrant, on behalf of Fidelity Advisor Limited Term Tax-Exempt Fund
and Fidelity Advisor Short-Intermediate 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. 36 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and the Commonwealth of Massachusetts, on the 15th
day of February 1995.
      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>                  
/s/Edward C. Johnson 3d(dagger)   President and Trustee           February 15, 1995    
 
    Edward C. Johnson 3d          (Principal Executive Officer)                        
 
                                                                                       
 
</TABLE>
 
/s/Gary L. French      Treasurer   February 15, 1995   
 
    Gary L. French               
 
/s/J. Gary Burkhead    Trustee   February 15, 1995   
 
    J. Gary Burkhead               
 
                                                               
/s/Ralph F. Cox              *   Trustee   February 15, 1995   
 
   Ralph F. Cox               
 
                                                           
/s/Phyllis Burke Davis   *   Trustee   February 15, 1995   
 
    Phyllis Burke Davis               
 
                                                              
/s/Richard J. Flynn         *   Trustee   February 15, 1995   
 
    Richard J. Flynn               
 
                                                              
/s/E. Bradley Jones         *   Trustee   February 15, 1995   
 
    E. Bradley Jones               
 
                                                                
/s/Donald J. Kirk             *   Trustee   February 15, 1995   
 
    Donald J. Kirk               
 
                                                                 
/s/Peter S. Lynch             *   Trustee    February 15, 1995   
 
    Peter S. Lynch               
 
                                                           
/s/Edward H. Malone      *   Trustee   February 15, 1995   
 
   Edward H. Malone                
 
                                                         
/s/Marvin L. Mann_____*    Trustee   February 15, 1995   
 
   Marvin L. Mann                
 
/s/Gerald C. McDonough*   Trustee   February 15, 1995   
 
    Gerald C. McDonough               
 
/s/Thomas R. Williams    *   Trustee   February 15, 1995   
 
   Thomas R. Williams               
 
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Annuity Fund         Fidelity Income Fund                              
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 Mt. Vernon Street Trust                  
Fidelity Advisor Series VI            Fidelity Municipal Trust                          
Fidelity Advisor Series VII           Fidelity New York Municipal Trust                 
Fidelity Advisor Series VIII          Fidelity Puritan Trust                            
Fidelity California Municipal Trust   Fidelity School Street Trust                      
Fidelity Capital Trust                Fidelity Securities Fund                          
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 Corporate Trust              Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Court Street Trust           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                                                          
 
</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.
Djinis, 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 fifteenth day of December, 1994.
/s/Edward C. Johnson 3d         /s/Donald J. Kirk              
 
Edward C. Johnson 3d            Donald J. Kirk                 
 
                                                               
 
                                                               
 
/s/J. Gary Burkhead             /s/Peter S. Lynch              
 
J. Gary Burkhead                Peter S. Lynch                 
 
                                                               
 
                                                               
 
/s/Ralph F. Cox                 /s/Marvin L. Mann              
 
Ralph F. Cox                    Marvin L. Mann                 
 
                                                               
 
                                                               
 
/s/Phyllis Burke Davis          /s/Edward H. Malone            
 
Phyllis Burke Davis             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             
 
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 Annuity Fund         Fidelity Institutional Trust                      
Fidelity Advisor Series I             Fidelity Investment Trust                         
Fidelity Advisor Series II            Fidelity Magellan Fund                            
Fidelity Advisor Series III           Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series IV            Fidelity Money Market Trust                       
Fidelity Advisor Series V             Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VI            Fidelity Municipal Trust                          
Fidelity Advisor Series VII           Fidelity New York Municipal Trust                 
Fidelity Advisor Series VIII          Fidelity Puritan Trust                            
Fidelity California Municipal Trust   Fidelity School Street Trust                      
Fidelity Capital Trust                Fidelity Securities Fund                          
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 Corporate Trust              Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Court Street Trust           Fidelity U.S. Investments-Government Securities   
Fidelity Destiny Portfolios              Fund, L.P.                                     
Fidelity Deutsche Mark Performance    Fidelity Union Street Trust                       
  Portfolio, L.P.                     Fidelity Yen Performance Portfolio, L.P.          
Fidelity Devonshire Trust             Spartan U.S. Treasury Money Market                
Fidelity Exchange Fund                   Fund                                           
Fidelity Financial Trust              Variable Insurance Products Fund                  
Fidelity Fixed-Income Trust           Variable Insurance Products Fund II               
Fidelity Government Securities Fund                                                     
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   December 15, 1994   
 
Edward C. Johnson 3d                          
 
 
POWER OF ATTORNEY
 I, the undersigned Treasurer and principal financial and accounting
officer of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Annuity Fund         Fidelity Institutional Trust                      
Fidelity Advisor Series I             Fidelity Investment Trust                         
Fidelity Advisor Series II            Fidelity Magellan Fund                            
Fidelity Advisor Series III           Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series IV            Fidelity Money Market Trust                       
Fidelity Advisor Series V             Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VI            Fidelity Municipal Trust                          
Fidelity Advisor Series VII           Fidelity New York Municipal Trust                 
Fidelity Advisor Series VIII          Fidelity Puritan Trust                            
Fidelity California Municipal Trust   Fidelity School Street Trust                      
Fidelity Capital Trust                Fidelity Securities Fund                          
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 Corporate Trust              Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Court Street Trust           Fidelity U.S. Investments-Government Securities   
Fidelity Destiny Portfolios              Fund, L.P.                                     
Fidelity Deutsche Mark Performance    Fidelity Union Street Trust                       
  Portfolio, L.P.                     Fidelity Yen Performance Portfolio, L.P.          
Fidelity Devonshire Trust             Spartan U.S. Treasury Money Market                
Fidelity Exchange Fund                   Fund                                           
Fidelity Financial Trust              Variable Insurance Products Fund                  
Fidelity Fixed-Income Trust           Variable Insurance Products Fund II               
Fidelity Government Securities Fund                                                     
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 Treasurer and principal financial and accounting officer
(collectively, the "Funds"), hereby constitute and appoint John H.
Costello, my true and lawful attorney-in-fact, with full power of
substitution, and with full power to him to sign for me and in my name, in
the appropriate capacity, all 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 deems necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, and all related requirements of the Securities and
Exchange Commission.  I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue
hereof.
 WITNESS my hand on the date set forth below.
/s/Gary L. French   December 15, 1994   
 
Gary L. French                          
 
 

 
 
 Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the Statements of
Additional Information in Post-Effective Amendment No. 36 to the
Registration Statement on Form N-1A (the "Registration Statement") of
Fidelity Advisor Series VI: Fidelity Advisor Short-Intermediate Tax-Exempt
Fund (report dated January 5, 1995) and Fidelity Advisor Limited Term
Tax-Exempt Fund (report dated January 9, 1995), relating to the financial
statements and financial highlights which are incorporated by reference in
said Statements of Additional Information.
We further consent to the references to our Firm in the Prospectuses and
Statements of Additional Information of Fidelity Advisor Series VI under
the headings  "Financial Highlights" and "Auditor".
       /s/COOPERS & LYBRAND L.L.P.
       COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
Februrary 22, 1995


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 1
 <NAME> Fidelity Advisor Limited Term Tax-Exempt Fund (CLASS A)
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             NOV-30-1994   
 
<PERIOD-END>                  NOV-30-1994   
 
<INVESTMENTS-AT-COST>         77,961        
 
<INVESTMENTS-AT-VALUE>        72,965        
 
<RECEIVABLES>                 4,430         
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                77,395        
 
<PAYABLE-FOR-SECURITIES>      6,000         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     629           
 
<TOTAL-LIABILITIES>           6,629         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      76,572        
 
<SHARES-COMMON-STOCK>         6,102         
 
<SHARES-COMMON-PRIOR>         3,806         
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (739)         
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      (5,067)       
 
<NET-ASSETS>                  70,766        
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             3,773         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                597           
 
<NET-INVESTMENT-INCOME>       3,176         
 
<REALIZED-GAINS-CURRENT>      (535)         
 
<APPREC-INCREASE-CURRENT>     (6,989)       
 
<NET-CHANGE-FROM-OPS>         (4,348)       
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     2,491         
 
<DISTRIBUTIONS-OF-GAINS>      17            
 
<DISTRIBUTIONS-OTHER>         61            
 
<NUMBER-OF-SHARES-SOLD>       6,013         
 
<NUMBER-OF-SHARES-REDEEMED>   3,897         
 
<SHARES-REINVESTED>           179           
 
<NET-CHANGE-IN-ASSETS>        15,890        
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (180)         
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         286           
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               695           
 
<AVERAGE-NET-ASSETS>          55,399        
 
<PER-SHARE-NAV-BEGIN>         10.460        
 
<PER-SHARE-NII>               .455          
 
<PER-SHARE-GAIN-APPREC>       (1.040)       
 
<PER-SHARE-DIVIDEND>          (.455)        
 
<PER-SHARE-DISTRIBUTIONS>     (.020)        
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           9.400         
 
<EXPENSE-RATIO>               90            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 2
 <NAME> Fidelity Advisor Limited Term Tax-Exempt Fund (CLASS B)
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             NOV-30-1994   
 
<PERIOD-END>                  NOV-30-1994   
 
<INVESTMENTS-AT-COST>         77,961        
 
<INVESTMENTS-AT-VALUE>        72,965        
 
<RECEIVABLES>                 4,430         
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                77,395        
 
<PAYABLE-FOR-SECURITIES>      6,000         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     629           
 
<TOTAL-LIABILITIES>           6,629         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      76,572        
 
<SHARES-COMMON-STOCK>         179           
 
<SHARES-COMMON-PRIOR>         0             
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (739)         
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      (5,067)       
 
<NET-ASSETS>                  70,766        
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             3,773         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                597           
 
<NET-INVESTMENT-INCOME>       3,176         
 
<REALIZED-GAINS-CURRENT>      (535)         
 
<APPREC-INCREASE-CURRENT>     (6,989)       
 
<NET-CHANGE-FROM-OPS>         (4,348)       
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     14            
 
<DISTRIBUTIONS-OF-GAINS>      0             
 
<DISTRIBUTIONS-OTHER>         0             
 
<NUMBER-OF-SHARES-SOLD>       191           
 
<NUMBER-OF-SHARES-REDEEMED>   14            
 
<SHARES-REINVESTED>           1             
 
<NET-CHANGE-IN-ASSETS>        15,890        
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (180)         
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         286           
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               695           
 
<AVERAGE-NET-ASSETS>          916           
 
<PER-SHARE-NAV-BEGIN>         9.89          
 
<PER-SHARE-NII>               .155          
 
<PER-SHARE-GAIN-APPREC>       (.490)        
 
<PER-SHARE-DIVIDEND>          (.155)        
 
<PER-SHARE-DISTRIBUTIONS>     0             
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           9.400         
 
<EXPENSE-RATIO>               165           
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 3
 <NAME> Fidelity Advisor Limited Term Tax-Exempt Fund (CLASS C)
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             NOV-30-1994   
 
<PERIOD-END>                  NOV-30-1994   
 
<INVESTMENTS-AT-COST>         77,961        
 
<INVESTMENTS-AT-VALUE>        72,965        
 
<RECEIVABLES>                 4,430         
 
<ASSETS-OTHER>                0             
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                77,395        
 
<PAYABLE-FOR-SECURITIES>      6,000         
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     629           
 
<TOTAL-LIABILITIES>           6,629         
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      76,572        
 
<SHARES-COMMON-STOCK>         1,244         
 
<SHARES-COMMON-PRIOR>         1,442         
 
<ACCUMULATED-NII-CURRENT>     0             
 
<OVERDISTRIBUTION-NII>        0             
 
<ACCUMULATED-NET-GAINS>       (739)         
 
<OVERDISTRIBUTION-GAINS>      0             
 
<ACCUM-APPREC-OR-DEPREC>      (5,067)       
 
<NET-ASSETS>                  70,766        
 
<DIVIDEND-INCOME>             0             
 
<INTEREST-INCOME>             3,773         
 
<OTHER-INCOME>                0             
 
<EXPENSES-NET>                597           
 
<NET-INVESTMENT-INCOME>       3,176         
 
<REALIZED-GAINS-CURRENT>      (535)         
 
<APPREC-INCREASE-CURRENT>     (6,989)       
 
<NET-CHANGE-FROM-OPS>         (4,348)       
 
<EQUALIZATION>                0             
 
<DISTRIBUTIONS-OF-INCOME>     670           
 
<DISTRIBUTIONS-OF-GAINS>      6             
 
<DISTRIBUTIONS-OTHER>         23            
 
<NUMBER-OF-SHARES-SOLD>       835           
 
<NUMBER-OF-SHARES-REDEEMED>   1,040         
 
<SHARES-REINVESTED>           8             
 
<NET-CHANGE-IN-ASSETS>        15,890        
 
<ACCUMULATED-NII-PRIOR>       0             
 
<ACCUMULATED-GAINS-PRIOR>     (180)         
 
<OVERDISTRIB-NII-PRIOR>       0             
 
<OVERDIST-NET-GAINS-PRIOR>    0             
 
<GROSS-ADVISORY-FEES>         286           
 
<INTEREST-EXPENSE>            0             
 
<GROSS-EXPENSE>               695           
 
<AVERAGE-NET-ASSETS>          14,141        
 
<PER-SHARE-NAV-BEGIN>         10.46         
 
<PER-SHARE-NII>               .481          
 
<PER-SHARE-GAIN-APPREC>       (1.030)       
 
<PER-SHARE-DIVIDEND>          (.481)        
 
<PER-SHARE-DISTRIBUTIONS>     (.020)        
 
<RETURNS-OF-CAPITAL>          0             
 
<PER-SHARE-NAV-END>           9.41          
 
<EXPENSE-RATIO>               65            
 
<AVG-DEBT-OUTSTANDING>        0             
 
<AVG-DEBT-PER-SHARE>          0             
 
        


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000720318
<NAME> Fidelity Advisor Series VI
<SERIES>
 <NUMBER> 4
 <NAME> Fidelity Advisor Short-Intermediate Tax-Exempt Fund
<MULTIPLIER> 1,000
       
<S>
<C>
<PERIOD-TYPE>                 YEAR          
 
<FISCAL-YEAR-END>             NOV-30-1994   
 
<PERIOD-END>                  NOV-30-1994   
 
<INVESTMENTS-AT-COST>         16,438        
 
<INVESTMENTS-AT-VALUE>        16,145        
 
<RECEIVABLES>                 366           
 
<ASSETS-OTHER>                100           
 
<OTHER-ITEMS-ASSETS>          0             
 
<TOTAL-ASSETS>                16,611        
 
<PAYABLE-FOR-SECURITIES>      0             
 
<SENIOR-LONG-TERM-DEBT>       0             
 
<OTHER-ITEMS-LIABILITIES>     48            
 
<TOTAL-LIABILITIES>           48            
 
<SENIOR-EQUITY>               0             
 
<PAID-IN-CAPITAL-COMMON>      16,864        
 
<SHARES-COMMON-STOCK>         1,694         
 
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